SECURITIES AND EXCHANGE COMMISSION Washington, D.C. … · 2016-05-19 · united states securities...

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

‘ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIESEXCHANGE ACT OF 1934

ORÈ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended 31 March 2016OR

‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

OR‘ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

Date of event requiring this shell company reportFor the transition period from toCommission file number 1-15240

JAMES HARDIE INDUSTRIES plc

(Exact name of Registrant as specified in its charter)

N/A(Translation of Registrant’s name into English)

Ireland(Jurisdiction of incorporation or organization)

Europa House, Second Floor

Harcourt Centre

Harcourt Street, Dublin 2, Ireland(Address of principal executive offices)

Natasha MercerCorporate Secretary

(Contact name)353 1411 6924 (Telephone) 353 1479 1128 (Facsimile)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class: Name of each exchange on

which registered:

Common stock, represented by CHESS Units of Foreign Securities New York Stock Exchange*CHESS Units of Foreign Securities New York Stock Exchange*American Depositary Shares, each representing one unit of CHESSUnits of Foreign Securities

New York Stock Exchange

* Listed, not for trading, but only in connection with the registered American Depositary Shares, pursuant to the requirements ofthe Securities and Exchange Commission

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Securities registered or to be registered pursuant to Section 12(g) of the Act.None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stockas of the close of the period covered by the Annual Report:445,579,351 shares of common stock at 31 March 2016

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. È Yes ‘ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required tofile reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ‘ Yes È No

Note — Checking the box will not relieve any registrant required to file reports pursuant to Section 13or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports) and (2) has been subject to such filingrequirements for the past 90 days. È Yes ‘ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit and post such files). È Yes ‘ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of theExchange Act. (Check one):Large accelerated filer È

Accelerated filer ‘

Non-accelerated filer ‘

Indicate by check mark which basis of accounting the registrant has used to prepare the financialstatements included in this filing:US GAAP ÈInternational Financial Reporting Standards as issued by the International AccountingStandards Board ‘

Other ‘

If “Other” has been checked in response to the previous question, indicate by check mark whichfinancial statement item the registrant has elected to follow:

‘ Item 17 ‘ Item 18

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act).‘ Yes È No

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2016ANNUAL REPORTON FORM 20-F

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James Hardie 2016 Annual Report on Form 20-F i

TABLE OF CONTENTSPage(s)

Form 20-F Cross-Reference Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii

Section 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Information on the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

History and Development of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Business Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Organizational Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Property, Plants and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Directors, Senior Management and Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18James Hardie Executive Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Remuneration Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Corporate Governance Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

Section 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89Reading this Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89Management’s Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124Remuneration of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . 169

Section 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192Listing Details . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192Purchases of Equity Securities by the Issuer and Affiliated Purchasers . . . . . . . . . . . . . . . . . 196Constitution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206Exchange Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . 216

Section 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219SHARE/CHESS Units of Foreign Securities Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219Glossary of Abbreviations and Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 222Exhibit List . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235

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James Hardie 2016 Annual Report on Form 20-F ii

FORM 20-F CROSS REFERENCEPage(s)

PART 1

Item 1. Identity of Directors, Senior Management and Advisers . . . . . . . . . . . . . . . Not applicable

Item 2. Offer Statistics and Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicableItem 3. Key Information

A. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-3B. Capitalization and Indebtness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicableC. Reasons for the Offer and Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . Not applicableD. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170-187

Item 4. Information on the Company

A. History and Development of the Company . . . . . . . . . . . . . . . . . . . . . 3-7; 10-11; 16-17B. Business Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-13C. Organizational Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5; 13D. Property, Plants and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14-17; 115

Item 4A. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NoneItem 5. Operating and Financial Review and Prospects

A. Operating Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96-111B. Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112-116C. Research and Development, Patents and Licenses, etc . . . . . . . . . . . . . . . . . . . 11-12D. Trend Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116E. Off-Balance-Sheet Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116F. Tabular Disclosure of Contractual Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117G. Safe Harbor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89-90

Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18-28B. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29-68C. Board Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23-28; 69-88D. Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192E. Share Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59-60; 64-68

Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219-221B. Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79C. Interests of Experts and Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information . . . . . . . 118-168; 202-203B. Significant Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None

Item 9. The Offer and Listing

A. Offer and Listing Details . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192-195B. Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicableC. Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193-194D. Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable

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James Hardie 2016 Annual Report on Form 20-F iii

FORM 20-F CROSS REFERENCE (continued)Page(s)

PART 1 (continued)

E. Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicableF. Expenses of the Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable

Item 10. Additional InformationA. Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicableB. Memorandum and Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197-206C. Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206D. Exchange Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206E. Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206-215F. Dividends and Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicableG. Statement by Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicableH. Documents on Display . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215I. Subsidiary Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable

Item 11. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . 216-218Item 12. Description of Securities Other Than Equity Securities

A. Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicableB. Warrants and Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicableC. Other Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicableD. American Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194-195

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies . . . . . . . . . . . . . . . . . . . . . . . . . . None

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds . . . None

Item 15. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190-191

Item 16A. Audit Committee Financial Expert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

Item 16B. Code of Business Conduct and Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81-82

Item 16C. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169

Item 16D. Exemptions from the Listing Standards for Audit Committees . . . . . . . . . . . . . . . None

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers . . . . . . . . 196

Item 16F. Change in Registrant’s Certifying Accountant . . . . . . . . . . . . . . . . . . . . . . . . . . . . None

Item 16G. Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69-88

Item 16H. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15-16

PART III

Item 17. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicableItem 18. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118-168

Item 19. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227-234

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James Hardie 2016 Annual Report on Form 20-F 1

SECTION 1

INTRODUCTION

James Hardie Industries plc is a world leader in the manufacture of fiber cement siding andbackerboard. Our products are used in a number of markets, including new residentialconstruction (single and multi-family housing), manufactured housing, repair and remodeling anda variety of commercial and industrial applications. We manufacture numerous types of fibercement products with a variety of patterned profiles and surface finishes for a range ofapplications, including external siding and trim and soffit lining, internal linings, facades and floorand tile underlay. Our current primary geographic markets include the United States of America(“US”, “USA” or the “United States”), Canada, Australia, New Zealand, the Philippines andEurope.

James Hardie Industries plc is a “public limited company,” incorporated and existing under thelaws of Ireland. Except as the context otherwise may require, references in this Annual Report onForm 20-F (this “Annual Report”) to “James Hardie,” the “James Hardie Group,” the “Company,”“JHI plc,” “we,” “our” or “us” refer to James Hardie Industries plc, together with its direct andindirect wholly owned subsidiaries as of the time relevant to the applicable reference.

For certain information about the basis of preparing the financial information in this Annual Report,see “Section 2 – Reading this Report.” In addition, this Annual Report contains statements thatconstitute “forward-looking statements.” For an explanation of forward-looking statements and therisks, uncertainties and assumptions to which they are subject, see “Section 2 – Reading thisReport.” Further, a “Glossary of Abbreviations and Definitions” has also been included underSection 4 of this Annual Report.

The term “fiscal year” refers to our fiscal year ended 31 March of such year; the term “dollars,”“US$” or “$” refers to US dollars; and the term “A$” refers to Australian dollars. For the exchangerates used to convert Australian dollar denominated amounts into US dollars, see Note 2 to ourconsolidated financial statements in Section 2.

Information contained in or accessible through the websites mentioned in this Annual Report doesnot form a part of this Annual Report unless we specifically state that it is incorporated byreference herein. All references in this Annual Report to websites are inactive textual referencesand are for information only.

SELECTED FINANCIAL DATA

We have included in this Annual Report the audited consolidated financial statements of theCompany, consisting of our consolidated balance sheets as of 31 March 2016 and 2015, and ourconsolidated statements of operations and comprehensive income, cash flows for each of theyears ended 31 March 2016, 2015 and 2014 and changes in shareholders’ (deficit) equity,together with the related notes thereto. The consolidated financial statements included in thisAnnual Report have been prepared in accordance with accounting principles generally acceptedin the US (“US GAAP”).

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The selected consolidated financial information, summarized below for the five most recent fiscalyears has been derived in part from the Company’s consolidated financial statements. You shouldread the selected consolidated financial information in conjunction with the Company’sconsolidated financial statements and related notes contained in “Section 2 – ConsolidatedFinancial Statements” and with the information provided in “Section 2 – Management’s Discussionand Analysis.” Historic financial data is not necessarily indicative of our future results and youshould not unduly rely on it.

(Millions of US dollars)

Consolidated Statement of Operations Data 2016 2015 2014 2013 2012

Net sales $ 1,728.2 $ 1,656.9 $ 1,493.8 $ 1,321.3 $ 1,237.5

Income from operations1 244.4 291.3 99.5 45.5 604.3

Net income1 $ 244.4 $ 291.3 $ 99.5 $ 45.5 $ 604.3


Consolidated Balance Sheet Data 2016 2015 2014 2013 2012

Total assets $ 2,040.4 $ 2,044.5 $ 2,104.0 $ 2,113.2 $ 2,310.0

Net assets (225.2) (202.6) (199.0) 18.2 126.4

Common stock $ 231.4 $ 231.2 $ 230.6 $ 227.3 $ 224.0

(Number)

Shares 2016 2015 2014 2013 2012

Basic weighted average number of common shares 445.3 445.0 442.6 439.2 436.2

Diluted weighted average number of common shares 447.2 446.4 444.6 440.6 437.9

(US dollar)

Earnings Per Share 2016 2015 2014 2013 2012

Income from operations per common share — basic $ 0.55 $ 0.65 $ 0.22 $ 0.10 $ 1.39

Net income per common share — basic 0.55 0.65 0.22 0.10 1.39

Income from operations per common share — diluted 0.55 0.65 0.22 0.10 1.38

Net income per common share — diluted 0.55 0.65 0.22 0.10 1.38

Dividends declared per share 0.58 0.60 0.73 0.43 0.04

Dividends paid per share $ 0.58 $ 0.88 $ 0.45 $ 0.43 $ 0.04

Other Financial Data 2016 2015 2014 2013 2012

Net cash provided by operating activities (Millions of US dollars) $ 260.4 $ 179.5 $ 322.8 $ 109.3 $ 387.2

Net cash used in investing activities (Millions of US dollars) (66.6) (277.9) (118.8) (59.7) (49.9)

Net cash used in financing activities (Millions of US dollars) $ (154.4) $ (4.6) $ (186.3) $ (158.7) $ (84.4)

Volume (million square feet)

North America and Europe Fiber Cement2 2,000.5 1,849.7 1,696.9 1,488.5 1,331.8

Asia Pacific Fiber Cement3 449.6 456.2 417.2 393.7 392.3

Net Sales (Millions of US dollars)

North America and Europe Fiber Cement $ 1,386.3 $1,276.5 $ 1,127.6 $ 951.4 $ 862.0

Asia Pacific Fiber Cement3 $ 341.9 $ 380.4 $ 366.2 $ 369.9 $ 375.5

Average sales price per unit (per thousand square feet)

North America and Europe Fiber Cement US$ 676 US$ 675 US$ 652 US$ 626 US$ 642

Asia Pacific Fiber Cement3 A$ 1,020 A$ 942 A$ 930 A$ 901 A$ 906

1 Income from operations and net income include the following: asbestos adjustments, Asbestos Injuries CompensationFund (“AICF”) selling, general and administrative (“SG&A”) expenses, Australian Securities and Investments

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Commission (“ASIC”) related (expenses) recoveries, asset impairment charges, non-recurring stamp duty and NewZealand weathertightness claims expenses. Income from operations and net income in fiscal year 2012 includes anincome tax benefit of US$485.2 million recognized upon RCI Pty Ltd’s successful appeal of the Australian TaxationOffice’s (“ATO”) disputed 1999 amended tax assessment.


Other Financial Data 2016 2015 2014 2013 2012

Asbestos adjustments benefit (expense) 5.5 33.4 (195.8) (117.1) (15.8)

AICF SG&A expenses (1.7) (2.5) (2.1) (1.7) (2.8)

AICF interest (expense) income (0.3) 1.4 2.9 7.0 3.3

ASIC related expenses - - - (2.6) (1.1)

Asset impairments - - - (16.9) (14.3)

Non-recurring stamp duty - (4.2) - - -

New Zealand weathertightness claims4 (0.5) 4.3 (1.8) (13.2) (5.4)

For additional information on asbestos adjustments, AICF SG&A expenses, asset impairment charges, non-recurringstamp duty and New Zealand weathertightness, see “Section 2 – Management’s Discussion and Analysis” and Notes 7,11 and 14 to our consolidated financial statements in Section 2.

2 During the year ended 31 March 2016, the Company changed the name of its USA and Europe segment to the NorthAmerica and Europe segment to better reflect the segment’s geographic nature; however, the composition of thesegment remained the same.

3 Asia Pacific Fiber Cement segment includes all fiber cement manufactured in Australia, New Zealand and thePhilippines and sold in Australia, New Zealand, Asia, the Middle East and various Pacific Island Nations.

4 The Company began separately disclosing New Zealand weathertightness claims expense in fiscal year 2013 and didso for fiscal year 2012 for comparative purposes only.

INFORMATION ON THE COMPANY

History and Development of the Company

James Hardie was established in 1888 as an import business, listing on the Australian SecuritiesExchange (“ASX”) in 1951 to become a publicly owned company in Australia. After becoming alisted company, we built a diverse portfolio of building and industrial products. In the late-1970s,we pioneered the development of asbestos-free fiber cement technology and in the early-1980’sbegan designing and manufacturing a wide range of fiber cement building products that made useof the benefits that came from the products’ durability, versatility and strength. Using the technicaland manufacturing expertise developed in Australia, we expanded into the United States, openingour first fiber cement plant in Fontana, California in February 1990.

In September 2001, in order to maximize the benefit of our strong international growth and inorder to generate higher returns for shareholders from the James Hardie Group’s continuinginternational expansion, the shareholders of James Hardie Industries Limited (“JHIL”), then theultimate parent company of the James Hardie Group and the vehicle with which our shareholdingwas listed with the ASX, agreed to exchange their shares for shares in James Hardie IndustriesN.V. (“JHINV”), a Dutch public limited liability company. JHINV retained its primary listing on theASX, and in October 2001, to reflect the new corporate structure, JHIL transferred all of its fibercement businesses to JHINV.

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In February 2010, our legal name was changed to James Hardie Industries SE when our legalform was converted from a Dutch public limited liability company to a Societas Europaea (“SE”), aEuropean public limited liability company. This was the first stage of a two-stage re-domicileproposal to change our registered corporate domicile from the Netherlands to Ireland. On 17 June2010, we implemented Stage 2 of the re-domicile and changed our registered corporate domicileto Ireland to become an Irish SE, becoming an Irish tax resident on 29 June 2010. On 15 October2012, we converted from an Irish SE into our current corporate form, an Irish public limitedcompany (“plc”).

We conduct our operations under legislation in various jurisdictions. As an Irish plc, we aregoverned by the Irish Companies Act 2014 and we operate under the regulatory requirements ofnumerous jurisdictions and organizations, including the ASX, ASIC, the New York StockExchange (“NYSE”), the United States Securities and Exchange Commission (“SEC”), the IrishTakeover Panel and various other rulemaking bodies.

The address of our registered office in Ireland is Europa House, Second Floor, Harcourt Centre,Harcourt Street, Dublin 2, Ireland. The telephone number there is +353 1411 6924. Our agent inthe United States is CT Corporation. Its office is located at 111 Eight Avenue – 13th Floor,New York, New York 10011. The address of our registered office in Australia is Level 3,22 Pitt Street, Sydney NSW 2000 and the telephone number there is +61 2 8845 3360. Our shareregistry is maintained by Computershare Registry Services Pty Ltd. All enquires andcorrespondence regarding holdings should be directed to: Computershare Investor Services PtyLtd, Level 5, 115 Grenfell Street, Adelaide, SA 5000; telephone: +61 3 9415 4000, toll free withinAustralia: 1 300 855 080 or toll free from the US 1 855 298 3404.

Our Agreement with Asbestos Injuries Compensation Fund

Prior to 1987, ABN 60 Pty Limited (formerly JHIL) (“ABN 60”) and two of its former subsidiaries,Amaca Pty Limited (“Amaca”) and Amaba Pty Limited (“Amaba”) (together the “Former JamesHardie Companies”), manufactured products in Australia that contained asbestos. These productshave resulted in liabilities for the Former James Hardie Companies in Australia.

In February 2007, our shareholders approved the Amended and Restated Final FundingAgreement (“AFFA”) entered into on 21 November 2006 to provide long-term funding to AICF forthe compensation of proven Australian-related personal injuries for which the Former JamesHardie Companies are found liable. AICF, an independent trust, subsequently assumedownership of the Former James Hardie Companies. We do not own AICF, however, we areentitled to appoint three directors, including the Chairman and the New South Wales (“NSW”)Government is entitled to appoint two directors.

Under the terms of the AFFA, subject to the operation of an annual cash flow cap, James Hardie117 Pty Ltd (the “Performing Subsidiary”) will make annual payments to AICF. The amount ofthese annual payments is dependent on several factors, including our free cash flow (as definedin the AFFA), actuarial estimations, actual claims paid, operating expenses of AICF, changes inthe AUD/USD exchange rate and the annual cash flow cap. JHI plc owns 100% of the PerformingSubsidiary and guarantees the Performing Subsidiary’s obligation. As a result, for US GAAPpurposes, we consider JHI plc to be the primary beneficiary of AICF.

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Although we have no legal ownership in AICF, for financial reporting purposes, our interest inAICF is considered variable and we consolidate AICF due to our pecuniary and contractualinterests in AICF as a result of the funding arrangements outlined in the AFFA. For additionalinformation on our consolidation of AICF and asbestos-related assets and liabilities, see Note 2 toour consolidated financial statements.

Corporate Structure

The following diagram summarizes our current corporate structure:

James Hardie Industries plc

James Hardie International GroupLimited

USA, Australian, New Zealand, thePhilippines and European Operations

James Hardie 117 Pty Ltd

James Hardie InternationalHoldings Limited

Business Overview

General Overview of Our Business

Based on net sales, we believe we are the largest manufacturer of fiber cement products andsystems for internal and external building construction applications in the United States, Australia,New Zealand, and the Philippines. We market our fiber cement products and systems undervarious Hardie brand names, such as HardiePlank®, HardiePanel®, HardieTrim® andHardieBacker® boards, and other brand names such as Artisan® by James Hardie, Cemplank®,Scyon® and HardieLinea®.

The breakdown of our net sales by operating segment for each of our last three fiscal years is asfollows:


2016 2015 2014

North America and Europe Fiber Cement $ 1,386.3 $ 1,276.5 $ 1,127.6

Asia Pacific Fiber Cement 341.9 380.4 366.2

Total Net Sales $ 1,728.2 $ 1,656.9 $ 1,493.8

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Products

We manufacture a wide-range of fiber cement building materials for both internal and external useacross a broad range of applications, including: external siding, internal walls, floors, ceilings,soffits, trim, fencing and facades. While there are some market specific products, our core productranges, being planks, which are used for external siding and flat sheets, are used for internal andexternal wall linings and floor underlayments and are sold across all of the markets in which weoperate.

Products Used in External Applications

We developed a proprietary technology platform that enables us to produce thicker yet lighter-weight fiber cement products that are generally easier to handle than most traditional buildingproducts. Further, we believe that our products provide certain performance, design and costadvantages, while offering comparable aesthetics to competing products such as wood and vinylsiding.

Performance and design advantages:• Our fiber cement products exhibit resistance to the damaging effects of moisture, fire,

impact and termites compared to natural and engineered wood and wood-based products;• Competing products do not duplicate fiber cement aesthetics and the characteristics

necessary for effectively accepting paint applications;• Our fiber cement products provide the ability to imprint designs that closely resemble the

patterns and profiles of traditional building materials such as wood and stucco;• The surface properties of our products provide an effective paint-holding finish, especially

when compared to natural and engineered wood products, allowing for greater periods oftime between necessary maintenance and repainting; and

• Compared to masonry construction, fiber cement is lightweight, physically flexible and canbe cut using readily available tools, making our products more appealing across a broadrange of architectural styles, be it of timber or steel-framed construction.

We believe the benefits associated with our fiber cement products have enabled us to gain acompetitive advantage over competing products.

Products Used in Internal Applications

Compared to natural and engineered wood and wood-based products, we believe our productrange for internal applications provide the same general advantages provided by our products forexternal applications. In addition, our fiber cement products for internal applications exhibit lessmovement in response to exposure to moisture and impact damage than many competingproducts, providing a more consistent and durable substrate on which to install tiles. Further, webelieve our ceramic tile underlayment products exhibit better handling and installationcharacteristics compared to fiberglass mesh cement boards.

Significant New Products

In the United States, new products released over the last three years include HardieReveal2.0™panel system, James Hardie® Insulated Lap Siding and Trim, HardieTrim® 2x™ board,

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HardieTrim® NT3® Roughsawn board, HardieTrim® Mouldings, Artisan® V-Rustic premiumexterior siding, custom colors using our ColorPlus® Technology, and an improved touch-upaccessory to support ColorPlus® products.

In Australia and New Zealand, new products released over the last three years include theARChitectural™ Prefinished panel range for commercial applications, including Invibe® panelswith Chromashield® Technology and Inraw® panels. Extensions to the existing Stria® claddingproducts have been launched to provide Stria® Standard 325mm, Stria® Wide 405mm, andSplayed 255mm cladding profiles. Similarly, Axon® cladding has now been extended to provideAxon® Smooth 133mm, Axon® Smooth 400mm, and Axon® Grained 133mm cladding.

In Australia only, our HardieDeck™ system provided a major new product application launch in2015. HardieBrace®, a new online calculator tool, offers a way to simplify structural bracingcalculations. Modcem® modular flooring has provided an entry into commercial flooringapplications. Similarly, Systemboard™ cladding provided a niche multi-story construction productapplication. Additions to the range of building science offerings include HardieWrap® weatherbarrier, HardieFire® Insulation, HardieBreak® Thermal Strip, as well as the HardieSmart®

Boundary, Aged Care and ZeroLot Wall Systems. Due to an evolution of the market in Australia,the Scyon® range of products has been repositioned under the James Hardie brand as JamesHardie® products including Scyon® technology.

In New Zealand only, over the same timeframe, Secura® Interior Flooring, Secura® ExteriorFlooring, Axent™ Fascia, HomeRAB® 4.5mm Pre Cladding, HardieGlaze®, Stria® Cladding,Axon® 400 and 133 Grained Cladding, Linea® Oblique™ Cladding and Easy Lap™ Panel havebeen launched.

In the Philippines, new products released over the past three years include the extension of theestablished Hardieflex™ board range with the inclusion of Hardieflex™ Wet Area Walls lining andHardieflex™ Pro products, primarily for wet area application, and HardieFlex® Flooring.

The European business has launched HardieFloor™ Structural Flooring, and has developed aninnovative range of products focused on improving acoustic performance of buildings, includingHardieFloor dB™ Structural Acoustic Flooring, and HardieQStrip™ Acoustic Batten.

Principal Markets for Our Products

United States, Canada and Europe

In the US and Canada, the largest application for fiber cement building products is in externalsiding for the residential building industry. The external siding market includes various claddingtypes, including fiber cement, vinyl, natural wood, engineered wood, brick, stucco and stone.Based on industry estimates, vinyl has the largest share of the US and Canadian siding markets.External siding typically occupies a significant square footage component of the outside of everybuilding. Selection of siding material is based on installed cost, durability, aesthetic appeal,strength, weather resistance, maintenance requirements and cost, insulating properties and otherfeatures. Different regions of the US and Canada show a preference amongst siding materialsaccording to economic conditions, weather, materials availability and local preference.

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Demand for siding in the US and Canada fluctuates based on the level of new residential housingstarts and the repair and remodeling activity of existing homes. The level of activity is generally afunction of interest rates and the availability of financing to homeowners to purchase a new homeor make improvements to their existing homes, inflation, household income and wage growth,unemployment levels, demographic trends, gross domestic product growth and consumerconfidence. The sale of fiber cement products in the North America accounts for the largestportion of our net sales, accounting for 78%, 75% and 73% of our total net sales in fiscal years2016, 2015 and 2014, respectively.

In the US and Canada, competition in the external siding market comes primarily from substituteproducts, such as natural or engineered wood, vinyl, stucco and brick. We believe we cancontinue to increase our market share from these competing products through targeted marketingprograms designed to educate customers on our brand and the performance, design and costadvantages of our products.

In Europe, fiber cement building products are used in both residential and commercial buildingapplications in external siding, internal walls, floors, soffits and roofing. We compete in mostsegments, except roofing, and promote the use of fiber cement products against traditionalmasonry, gypsum-based products and wood-based products. Since we commenced selling ourproducts in Europe in fiscal year 2004, we have continued to work to grow demand for ourproducts by building awareness among distributors, builders and contractors. Managementbelieves that the growth outlook for fiber cement in Europe is favorable, in light of stricterinsulation requirements driving demand for advanced exterior cladding systems, as well as betterbuilding practices increasing the use of fiber cement in interior applications.

Asia Pacific

In the Asia Pacific region, we principally sell into the Australian, New Zealand and Philippinesmarkets, with the residential building industry representing the principal market for fiber cementproducts. The largest applications of fiber cement across our three primary markets are in externalsiding, internal walls, ceilings, floors, soffits, fences and facades. We believe the level of activity inthis industry is generally a function of interest rates, inflation, household income and wage growth,unemployment levels, demographic trends, gross domestic product growth and consumerconfidence. Demand for fiber cement building products is also affected by the level of newhousing starts and renovation activity.

In Australia, competition for fiber cement has intensified over the past decade, with twocompetitors establishing fiber cement manufacturing facilities and competition from importscontinuing to grow. Additionally, we continue to see competition from natural and engineeredwood, wallboard, masonry and brick products.

In New Zealand, we continue to see competition intensifying as fiber cement imports havebecome more cost competitive and overseas manufacturers look to supplement their primaryoperating environments with additional markets.

In the Philippines, we have seen fiber cement gain acceptance across a broader range of productapplications in the last decade, leading to additional fiber cement products entering the market,

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along with the increased use of gypsum in fiber cement applications. We see fiber cement havinglong-term growth potential not only in the Philippines, but across Asia and the Middle East, as thebenefits of its light-weight and durability become more widely recognized.

Seasonality

Our businesses are seasonal and typically follow activity levels in the building and constructionindustry. In the United States, the calendar quarters ending in December and March generallyreflect reduced levels of building activity depending on weather conditions. In Australia and NewZealand, the calendar quarter ending in March is usually the quarter most affected by a slowdowndue to summer holidays. In the Philippines, construction activity diminishes during the wet seasonfrom June through September and during the last half of December due to the slowdown inbusiness activity over the holiday period. Also, general industry patterns can be affected byweather, economic conditions, industrial disputes and other factors. See “Section 3 – RiskFactors.”

Raw Materials

The principal raw materials used in the manufacture of our fiber cement products are cellulosefiber (wood-based pulp), silica (sand), Portland cement and water. We have established supplierrelationships for all of our raw materials across the various markets in which we operate and wedo not anticipate having difficulty in obtaining our required raw materials from these suppliers. Thepurchase price of these raw materials and other materials can fluctuate depending on the supply-demand situation at any given point in time.

We work hard to reduce the effect of both price fluctuations and supply interruptions by enteringinto contracts with qualified suppliers and through continuous internal improvements in both ourproducts and manufacturing processes.

Cellulose Fiber

Reliable access to specialized, consistent quality, low cost pulp is critical to the production of fibercement building materials. As a result of our many years of experience and expertise in theindustry, we share our internal expertise with pulp producers in New Zealand, the United States,Canada and Chile to ensure they are able to provide us with a highly specialized and proprietaryformula crucial to the reinforcing cement matrix of our fiber cement products. We haveconfidentiality agreements with our pulp producers and we have obtained patents in the UnitedStates and in certain other countries covering certain unique aspects of our pulping formulas andprocesses that we believe cannot adequately be protected through confidentiality agreements.However, we cannot be assured that our intellectual property and other proprietary information willbe protected in all cases. See “Section 3 – Risk Factors.”

Silica

High purity silica is sourced locally by the various production plants. In the majority of locations,we use silica sand as a silica source. In certain other locations, however, we process quartz rockand beneficiate silica sand to ensure the quality and consistency of this key raw material.

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Cement

Cement is acquired in bulk from local suppliers. We continue to evaluate options on agreementswith suppliers for the purchase of cement that can lock in our cement prices over longer periods oftime.

Water

We use local water supplies and seek to process all wastewater to comply with environmentalrequirements.

Sales, Marketing and Distribution

The principal markets for our fiber cement products are the United States, Australia,New Zealand, the Philippines, Canada, and in parts of Europe, including the United Kingdom andFrance. In addition, we have sold fiber cement products in many other markets, including China,Mongolia, Denmark, Germany, Hong Kong, India, the Middle East (Israel, Saudi Arabia, Lebanonand the United Arab Emirates), various Pacific Islands, Singapore, South Korea, Taiwan, andVietnam. Our brand name, customer education in comparative product advantages, differentiatedproduct range and customer service, including technical advice and assistance, provide the basisfor our marketing strategy.

We offer our customers support through a specialized fiber cement sales force and customerservice infrastructure in the United States, Australia, New Zealand, the Philippines and Europe.The customer service infrastructure includes inbound customer service support coordinatednationally in each country, and is complemented by outbound telemarketing capability. Withineach regional market, we provide sales and marketing support to building products dealers andlumber yards and also provide support directly to the customers of these distribution channels,principally homebuilders and building contractors.

We maintain dedicated regional sales management teams in our major sales territories, with ournational sales managers and national account managers, together with regional sales managersand sales representatives, maintaining relationships with national and other major accounts. Ourvarious sales forces, which in some instances manage specific product categories, include skilledtrades people who provide on-site technical advice and assistance.

In the United States, we sell fiber cement products for new residential construction predominantlyto distributors, which then sell these products to dealers or lumber yards. This two-stepdistribution process is supplemented with direct sales to dealers and lumber yards as a means ofaccelerating product penetration and sales. Repair and remodel products in the United States aretypically sold through the large home center retailers and specialist distributors. Our products aredistributed across the United States and Canada primarily by road and, to a lesser extent, by rail.

In Australia and New Zealand, both new construction and repair and remodel products aregenerally sold directly to distributor/hardware stores and lumber yards rather than through thetwo-step distribution process. In the Philippines, a network of thousands of small to medium sizedealer outlets sell our fiber cement products to consumers, builders and real estate developers,

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although in recent years, do-it-yourself type stores have started to enter the Philippines market.The physical distribution of our product in each country is primarily by road or sea transport.Products manufactured in Australia, New Zealand and the Philippines are also exported to anumber of markets in Asia, various Pacific Islands, and the Middle East by sea transport.

Despite the fact that distributors and dealers are generally our direct customers, we also aim toincrease primary demand for our products by marketing our products directly to homeowners,architects and builders. We encourage them to specify and install our products because of thequality and craftsmanship of our products. This “pull through” strategy, in turn, assists us inexpanding sales for our distribution network as distributors benefit from the increasing demand forour products.

Geographic expansion of our fiber cement business has occurred in markets where framedconstruction is prevalent for residential applications or where there are opportunities to changebuilding practices from masonry to framed construction. Expansion is also possible where thereare direct substitution opportunities irrespective of the methods of construction. Our entry into thePhilippines is an example of the ability to substitute fiber cement for an alternative product (in thiscase plywood). With the exception of our current major markets, as well as Japan and certainrural areas in Asia, Scandinavia, and Eastern Europe, most markets in the world principally utilizemasonry construction for external walls in residential construction. Accordingly, further geographicexpansion depends substantially on our ability to provide alternative construction solutions and forthose solutions to be accepted in those markets.

Dependence on Trade Secrets and Research and Development (“R&D”)

We pioneered the successful development of cellulose reinforced fiber cement and, since theearly-1980s, have progressively introduced products developed as a result of our proprietaryproduct formulation and process technology. The introduction of differentiated products is one ofthe core components of our global business strategy. This product differentiation strategy issupported by our significant investment in research and development activities.

We view spending on research and development as the key to sustaining our existing productleadership position, by providing a continuous pipeline of innovative new products andtechnologies with sustainable performance and design advantages over our competitors. Further,through our investments in new process technology or by modifying existing process technology,we aim to keep reducing our capital and operating costs and to find new ways to make existingand new products. As such, we expect to continue allocating significant funding to theseendeavors. For fiscal years 2016, 2015 and 2014, our expenses for R&D were US$29.5 million,US$31.7 million and US$33.1 million, respectively.

Our current patent portfolio is based mainly on fiber cement compositions, associatedmanufacturing processes and the resulting products. Our non-patented technical intellectualproperty consists primarily of our operating and manufacturing know-how and raw material andoperating equipment specifications, all of which are maintained as trade secret information. Wehave enhanced our abilities to effectively create, manage and utilize our intellectual property andhave implemented a strategy that increasingly uses patenting, licensing, trade secret protectionand joint development to protect and increase our competitive advantage.

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In addition, we own a variety of licenses; industrial, commercial and financial contracts; andmanufacturing processes. While we are dependent on the competitive advantage that these itemsprovide as a whole, we are is not dependent on any one of them individually and do not considerany one of them individually to be material. We do not materially rely on intellectual propertylicensed from any outside third parties. However, we cannot assure that our intellectual propertyand other proprietary information will be protected in all cases. In addition, if our research anddevelopment efforts fail to generate new, innovative products or processes, our overall profitmargins may decrease and demand for our products may fall. See “Section 3 – Risk Factors.”

Governmental Regulation

As an Irish plc, we are governed by the Irish Companies Act 2014 and are also subject to allapplicable European Union level legislation. We also operate under the regulatory requirements ofnumerous jurisdictions and organizations, including the ASX, ASIC, the NYSE, the SEC, the IrishTakeover Panel and various other federal, state, local and foreign rulemaking bodies. See“Section 3 – Constitution” for additional information regarding the Irish Companies Act 2014 andregulations to which we are subject.

Environmental, Health and Safety Regulation

Our operations and properties are subject to extensive federal, state, local and foreignenvironmental protection, health and safety laws, regulations and ordinances governing activitiesand operations that may have adverse environmental effects. As it relates to our operations, ourmanufacturing plants produce regulated materials, including waste water and air emissions. Thewaste water produced from our manufacturing plants is internally recycled and reused beforeeventually being discharged to publicly owned treatment works, a process which is monitored byus, as well as by regulators. In addition, we actively monitor air emissions and other regulatedmaterials produced by our plants so as to ensure compliance with the various environmentalregulations under which we operate.

Some environmental laws provide that a current or previous owner or operator of real propertymay be liable for the costs of investigation, removal or remediation of certain regulated materialson, under, or in that property or other impacted properties. In addition, persons who arrange, orare deemed to have arranged, for the disposal or treatment of certain regulated materials mayalso be liable for the costs of investigation, removal or remediation of the regulated materials atthe disposal or treatment site, regardless of whether the affected site is owned or operated bysuch person. Environmental laws often impose liability whether or not the owner, operator,transporter or arranger knew of, or was responsible for, the presence of such regulated materials.Also, third parties may make claims against owners or operators of properties for personalinjuries, property damage and/or for clean-up associated with releases of certain regulatedmaterials pursuant to applicable environmental laws and common law tort theories, including strictliability.

In the past, from time to time, we have received notices of alleged discharges in excess of ourwater and air permit limits. In each case, and in compliance with our Environmental Policy, wehave addressed the concerns raised in those notices, in part, through capital expendituresintended to prevent future discharges in excess of permitted levels and, on occasion, the paymentof associated minor fines.

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Environmental compliance costs in the future will depend, in part, on continued oversight ofoperations, expansion of operations and manufacturing activities, regulatory developments andfuture requirements that cannot presently be predicted.

Organizational Structure

JHI plc is incorporated and domiciled in Ireland and the table below sets forth our significantsubsidiaries, all of which are wholly-owned by JHI plc, either directly or indirectly, as of 30 April2016.

Name of CompanyJurisdiction of

EstablishmentJurisdiction of

Tax Residence

James Hardie 117 Pty Ltd Australia Australia

James Hardie Australia Pty Ltd Australia Australia

James Hardie Building Products Inc. United States United States

James Hardie Europe B.V. Netherlands Netherlands

James Hardie Finance Holdings 1 Ltd Bermuda Ireland

James Hardie Holdings Ltd Ireland Ireland

James Hardie International Finance Ltd Ireland Ireland

James Hardie International Group Ltd Ireland Ireland

James Hardie International Holdings Ltd Ireland Ireland

James Hardie New Zealand New Zealand New Zealand

James Hardie NZ Holdings New Zealand New Zealand

James Hardie North America Inc. United States United States

James Hardie Philippines Inc. Philippines Philippines

James Hardie Technology Ltd Bermuda Ireland

James Hardie U.S. Investments Sierra Inc. United States United States

RCI Holdings Pty Ltd Australia Australia

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Property, Plants and Equipment

We believe we have some of the largest and lowest cost fiber cement manufacturing plantsacross the United States, Australia and New Zealand, with our plants servicing both domestic andexport markets. Our plants are ideally located to take advantage of established transportationnetworks, allowing us to distribute our products into key markets, while also providing easyaccess to key raw materials.

Manufacturing Capacity

At 31 March 2016, we had manufacturing facilities at the following locations:

Plant Location Owned /

Leased

Design

Capacity

(mmsf)1

United States

Cleburne, Texas Owned 466

Incremental capacity 2 200

Peru, Illinois Owned 560

Plant City, Florida Owned 300

Incremental capacity 3 300

Pulaski, Virginia Owned 600

Reno, Nevada Owned 300

Tacoma, Washington Owned 200

Waxahachie, Texas Leased 4 360

Fontana, California Owned 250

Summerville, South Carolina Owned 5 190

Plant Location Owned /

Leased

Design

Capacity

(mmsf)1

Australia

Rosehill, New South Wales Owned 6 180

Carole Park, Queensland Owned 160

New Zealand

Auckland Leased 7 75

Philippines

Cabuyao City Owned 8 145

1 The calculated annual design capacity is based on management’s historical experience with our production processand is calculated assuming continuous operation, 24 hours per day, seven days per week, producing 5/16” mediumdensity product at a targeted operating speed. No accepted industry standard exists for the calculation of our fibercement manufacturing facility design and utilization capacities.

2 Estimated commission in fiscal year 2019.

3 Estimated commission in fiscal year 2017.

4 The lease for our Waxahachie location expires on 31 March 2020, at which time we have an option to purchase thefacility.

5 We suspended production at our Summerville, South Carolina location in November 2008. At the time of this AnnualReport, no decision has been made on the future of the Summerville location although we anticipate starting productionat this location in the future.

6 In December 2014, we completed the purchase of the land and buildings previously leased at our Rosehill, New SouthWales facility.

7 We exercised our option to renew the Auckland leases for a further term of 10 years prior to the leases’ expiry on22 March 2016. The Auckland leases now expire on 22 March 2026, at which time we have an option to renew them fora further term of 10 years expiring in March 2036. There is no option to purchase at the expiration of the leases.

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8 The land on which our Philippines fiber cement plant is located is owned by Ajempa Holding Inc. (“Ajempa”), a relatedparty. Ajempa is 40% owned by our operating entity, James Hardie Philippines Inc., and 60% owned by the JamesHardie Philippines Retirement Fund. James Hardie Philippines Inc. owns 100% of the fixed assets on the land ownedby Ajempa.

Prior to the fourth quarter of fiscal year 2016, we disclosed an annual flat sheet design capacitybased on operation of the machines for 24 hours per day, seven days per week, producing 5/16”medium density product at an optimal operating speed. However, beginning in the fourth quarterof fiscal year 2016, management determined that for measuring the annual flat sheet designcapacity of the fiber cement network, the calculation should incorporate our historical experiencewith certain factors such as demand, product mix of varying thickness and density, batch size,plant availability and differing production speeds multiplied by 24 hours per day, seven days perweek.

Based on the revised methodology noted above, for the year ended 31 March 2016, we had anannual flat sheet design capacity of 3,005 mmsf and 625 mmsf in the United States and AsiaPacific, respectively. It is important to note that annual design capacity does not necessarilyreflect the actual capacity utilization rates of our manufacturing facilities, with actual utilizationaffected by factors such as demand, product mix, batch size, plant availability and productionspeeds. For fiscal year 2016, actual capacity utilization across our plants was an average of 70%and 73% in the United States and Asia Pacific, respectively.

Based on the revised methodology noted above, for the year ended 31 March 2015, we had anannual flat sheet design capacity of 3,041 mmsf and 559 mmsf in the United States and AsiaPacific, respectively. It is important to note that annual design capacity does not necessarilyreflect the actual capacity utilization rates of our manufacturing facilities, with actual utilizationaffected by factors such as demand, product mix, batch size, plant availability and productionspeeds. For fiscal 2015, actual capacity utilization across our plants was an average of 72% and83% in the United States and Asia Pacific, respectively.

During the first quarter of fiscal year 2016, we completed the sale of our Blandon, Pennsylvanialocation and our Australian Pipes business.

Mines

We lease silica quartz mine sites in Tacoma, Washington, Reno, Nevada and Victorville,California. The lease for our quartz mine in Tacoma, Washington expires in February 2018 (withoptions to renew). The lease for our silica quartz mine site in Reno, Nevada expires in January2019. The lease for our silica mine site in Victorville, California expires on 31 May 2016. Further,we own rights to an additional property in Victorville, California. As of 30 April 2016, however, wehave not begun to mine this site.

As a mine operator, we are required by Section 1503(a) of the Dodd-Frank Wall Street Reformand Consumer Protection Act (the “Dodd-Frank Act”), and rules promulgated by the SECimplementing that section of the Dodd-Frank Act, to provide certain information concerning minesafety violations and other regulatory matters concerning the operation of our mines. During fiscalyear 2016, we did not receive any notices, citations, orders, legal action or other communicationfrom the US Department of Labor’s Mine Safety and Health Administration that would necessitate

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additional disclosure under Section 1503(a) of the Dodd-Frank Act. Similarly, we have notexperienced any mining-related fatalities in our mining operations. There are currently no pendinglegal actions before the Federal Mine Safety and Health Review Commission related to ourmining operations.

Capital Expenditures

We utilize a mix of operating cash flow and debt facilities to fund our capital expenditure projectsand investments. We continuously invest in equipment maintenance and upgrades to ensurecontinued environmental compliance and operating effectiveness of our plants. The followingtable sets forth our capital expenditures for the three most recent fiscal years:


2016 2015 2014

North America and Europe Fiber Cement $ 42.8 $ 165.3 $ 72.4


R&D and Corporate 1.9 16.5 2.3

Total Capital Expenditure $ 73.2 $ 276.2 $ 115.4

Significant active capital expenditures

At 31 March 2016, the following significant capital expenditure projects remain in progress:

Project DescriptionApproximate

Investment

(US millions)

Investment

to date

(US millions)

Project

Start Date

Expected

Commission

Date

Expected

Capacity

Increase1

Plant City - 4th sheet machine $ 70.5 $ 68.8 Q4 FY14 FY17 9%

Cleburne - 3rd sheet machine $ 37.0 $ 35.7 Q4 FY14 FY19 6%

1 The expected capacity increase is based on management’s historical experience with our production process and iscalculated assuming continuous operation, 24 hours per day, seven days per week, producing 5/16” medium densityproduct at a targeted operating speed. It does not take into account factors such as product mix with varying thicknessand density, batch size, plant availability and production speeds.

Significant completed capital expenditure projects

Following is a list of significant capital expenditure projects we have invested in over the threemost recent fiscal years:

Project DescriptionTotal

Investment

(US Millions)

Fiscal Year of

Expenditure

Carole Park land and building purchase and capacity expansion $ 85.3 FY14 - FY16

Plant City - 4th sheet machine $ 68.8 FY14 - FY16

Fontana Plant re-commisioning $ 49.0 FY13 - FY15

Rosehill land and buildings $ 37.5 FY15

Cleburne - 3rd sheet machine $ 35.7 FY14 - FY16

Tacoma land and buildings $ 28.3 FY15

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Capital Divestitures

During the three most recent fiscal years, we did not make any material capital divestitures. On30 June 2015, we finalized the sale of our Australian Pipes business. Additionally, on 1 June 2015we finalized the sale of our Blandon, Pennsylvania location. We do not consider the disposition ofthe pipes business or sale of Blandon, Pennsylvania location material divestitures or strategicshifts in the nature of our operations.

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DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

James Hardie Executive Team

Our management is overseen by our executive team, whose members cover the key areas offiber cement research and development, production, manufacturing, investor relations, financeand legal.

Members of our executive team at 30 April 2016 (in alphabetical order) are:

Joe Blasko BSFS, JDGeneral Counsel and Chief Compliance OfficerAge 49

Joe Blasko joined James Hardie as General Counsel and Chief ComplianceOfficer in June 2011.

Before joining James Hardie, Mr Blasko was Assistant General Counsel, and later, theGeneral Counsel at Liebert Corporation, an Emerson Network Power Systemscompany and wholly-owned subsidiary of Emerson Electric Co. In his four years withLiebert/Emerson, Mr Blasko was responsible for establishing the legal department inColumbus, Ohio, managing and overseeing all legal matters and working closely withthe executive management team. In this role, Mr Blasko also had globalresponsibilities which required expertise across multiple jurisdictions.

From 2004 to 2006, Mr Blasko was Associate General Counsel at The Scotts Miracle-GroCompany, serving as the effective “general counsel” to numerous corporate divisions within theorganization. From 1997 to 2004, Mr Blasko gained considerable regulatory and litigationexpertise working at Vorys, Sater, Seymour and Pease LLP in Ohio.

Mr Blasko has a Juris Doctor from Case Western Reserve University in Cleveland, Ohio, USA anda Bachelor of Science in Foreign Service from Georgetown University, USA, with a specialty inInternational Relations, Law and Organizations.

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Mark Fisher BSc, MBAExecutive Vice President – InternationalAge 45

Mark Fisher joined James Hardie in 1993 as a Production Engineer. Since then,he has worked for the Company as Finishing Manager, Production Manager andProduct Manager at various locations; Sales and Marketing Manager; and asGeneral Manager of our Europe Fiber Cement business. Mr Fisher was appointedVice President — Specialty Products in November 2004, then Vice President —Research & Development in December 2005. In February 2008, his role wasexpanded to cover Engineering & Process Development.

In January 2010, he was appointed Executive General Manager – International, responsible forthe Company’s non-US businesses in Australia, New Zealand, Philippines and Europe and theCompany’s windows business. Effective 16 October 2015, Mr Fisher’s title became ExecutiveVice President – International. Mr Fisher continues to be responsible for international fiber cementoperations, as well as, the Company’s non-fiber cement business development activities. Hecontinues to report to the Company’s Chief Executive Officer (“CEO”), Mr Louis Gries.

Mr Fisher has a Bachelor of Science in Mechanical Engineering and an MBA from University ofSouthern California, USA.

Louis Gries BSc, MBAChief Executive OfficerAge 62

Louis Gries joined James Hardie as Manager of the Fontana fiber cement plant inCalifornia in February 1991 and was appointed President of James HardieBuilding Products, Inc. in December 1993. Mr Gries became Executive VicePresident — Operations in January 2003, responsible for operations, sales andmarketing in our businesses in the Americas, Asia Pacific and Europe.

He was appointed Interim CEO in October 2004 and became CEO in February2005.

In April 2012, the Company announced that effective June 2012, Mr Gries would again assumeresponsibility for managing the US business. Effective 16 October 2015, responsibility formanaging the Company’s Fiber cement operations in North America transitioned to Mr RyanSullivan and oversight of corporate responsibilities to Mr Matthew Marsh. As a result of thistransition, Mr Gries is now focused on driving market demand growth for the Company’s fibercement products and the continued creation of long-term shareholder value.

Before he joined James Hardie, Mr Gries worked for 13 years for USG Corp, including a variety ofroles in research, plant quality and production, and product and plant management.

Mr Gries has a Bachelor of Science in Mathematics from the University of Illinois, USA and anMBA from California State University, Long Beach, USA.

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Matthew Marsh BA, MBAChief Financial Officer and Executive Vice President – CorporateAge 41

Matthew Marsh joined James Hardie as Chief Financial Officer (“CFO”) in June2013. As CFO he oversees the Company’s overall financial activities, includingaccounting, tax, treasury, performance and competitor analysis, internal audit andfinancial operations.

Effective 16 October 2015, Mr Marsh’s role was expanded to include the role ofExecutive Vice President—Corporate. In this role, Mr Marsh continues his oversightof the Company’s overall financial management in addition to the oversight of

James Hardie’s global human resources, information systems, legal and compliance, and investorand media relations functions. He continues to report to the Company’s Chief Executive Officer,Mr Louis Gries.

After a 16-year career at General Electric Company (“GE”), Mr Marsh brings a strong backgroundin financial management. Before joining James Hardie, Mr Marsh most recently served as CFO ofGE Healthcare’s IT business. Prior to being named CFO of GE Healthcare IT, Mr Marsh oversawthe finance operations for GE Healthcare’s US Healthcare Systems and US Diagnostic Imagingbusinesses.

Prior to those appointments, Mr Marsh travelled globally with the GE Internal Audit Staff gainingextensive experience in several industries including appliances, information services, distributionand supply, aviation, plastics, financial services, capital markets and healthcare, across more thantwenty countries. Mr Marsh has graduated from GE’s Financial Management Program (FMP).

Mr Marsh has a Bachelor of Arts in Economics and Public Affairs from Syracuse University, USAand an MBA from University of Chicago’s Booth School of Business, USA.

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Sean O’Sullivan BA, MBA, Fellow AIRAVice President — Investor & Media RelationsAge 50

Sean O’Sullivan joined James Hardie as Vice President — Investor & MediaRelations in December 2008. For the eight years prior to joining James Hardie,Mr O’Sullivan was Head of Investor Relations at St. George Bank, where heestablished and led the investor relations function.

Mr O’Sullivan’s background includes thirteen years as a fund manager for GIOAsset Management, responsible for domestic and global investments. During thisperiod, he spent time on secondment with a McKinsey and Co. taskforce that

completed a major study into the Australian financial services industry. Mr O’Sullivan’s finalposition at GIO was General Manager of Diversified Investments where his responsibilitiesincluded determining the asset allocation for over A$10 billion in funds under management. Afterleaving GIO, Mr O’Sullivan worked for Westpac Banking Corporation in funds management sales.

In November 2014, Mr O’Sullivan was inducted as a Fellow of the Australasian Investor RelationsAssociation (AIRA).

Mr O’Sullivan has a Bachelor of Arts in Economics from Sydney University, Australia and an MBAfrom Macquarie Graduate School of Management, Australia.

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Ryan Sullivan BSc, MS, MBAExecutive Vice President and President – James Hardie Building ProductsAge 42

Ryan Sullivan joined James Hardie in 2004 as the ColorPlus ManufacturingManager. Since then, he has worked for the Company as Director of Global R&Dand Engineering Services and Director of North America Supply Chain. In 2012,he became Director of the ColorPlus Business Unit, with product line responsibilityfor the North American ColorPlus business. In 2013, he was appointed asExecutive General Manager of the Southern Division with full P&L responsibility.

Effective 16 October 2015, Mr Sullivan was promoted to the position of Executive

Vice President and President — James Hardie Building Products. In this role, Mr Sullivan isresponsible for the daily management of James Hardie Building Products’ fiber cement operationsin North America, including manufacturing, supply chain and engineering operations, R&D andproduct development, and sales and marketing. He continues to report to the Company’s ChiefExecutive Officer, Mr Louis Gries.

Before joining James Hardie, Mr Sullivan was a senior manager at Marconi Communicationswhere he held numerous positions and had global responsibility. He has also worked in the fieldsof nuclear power and advanced robotics.

Mr Sullivan has a Bachelor of Science in Mechanical Engineering with a minor in EngineeringDesign from Carnegie Mellon University, USA, a Masters of Science in Electrical Engineeringfrom the University of Pittsburgh, USA and an MBA from the University of Pittsburgh Katz School,USA.

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Board of Directors

James Hardie’s directors have widespread experience, spanning general management, finance,law, marketing and accounting. Each director also brings valuable international experience thatassists with James Hardie’s growth.

Members of the Board of Directors (the “Board”) at 31 March 2016 are:

Michael Hammes BS, MBAAge 74

Michael Hammes was elected as an independent non-executive director of JamesHardie in February 2007. He was appointed Chairman of the Board in January2008 and is a member of the Audit Committee, the Remuneration Committee andthe Nominating and Governance Committee.

Experience: Mr Hammes has extensive commercial experience at a senior executivelevel. He has held a number of executive positions in the medical products, hardwareand home improvement, and automobile sectors, including CEO and Chairman of

Sunrise Medical, Inc. (2000-2007), Chairman and CEO of Guide Corporation (1998-2000),Chairman and CEO of Coleman Company, Inc. (1993-1997), Vice Chairman of Black & DeckerCorporation (1992-1993) and various senior executive roles with Chrysler Corporation (1986-1990) and Ford Motor Company (1979-1986).

Directorships of listed companies in the past five years: Current – Director of NavistarInternational Corporation (since 1996); Director of DynaVox Mayer-Johnson (listed in April 2010).

Other: Resident of the United States.

Last elected: August 2014Term expires: August 2016

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Donald McGauchie AOAge 66

Donald McGauchie joined James Hardie as an independent non-executivedirector in August 2003 and was appointed Acting Deputy Chairman in February2007 and Deputy Chairman in April 2007. He is a member of the Nominating andGovernance Committee.

Experience: Mr McGauchie has wide commercial experience within the foodprocessing, commodity trading, finance and telecommunication sectors. He alsohas extensive public policy experience, having previously held several high-level

advisory positions to the Australian Government.

Directorships of listed companies in the past five years: Current – Chairman (since 2010) andDirector (since 2010) of Australian Agricultural Company Limited; Chairman (since 2010) andDirector (since 2003) of Nufarm Limited; Director of GrainCorp Limited (since 2009).

Other directorships: Chairman of Australian Wool Testing Authority (since 2005) and Director(since 1999); Former Director of The Reserve Bank of Australia (2001-2011)

Other: Resident of Australia.


Brian Anderson BS, MBA, CPAAge 65

Brian Anderson was appointed as an independent non-executive director ofJames Hardie in December 2006. He is Chairman of the Audit Committee and amember of the Remuneration Committee.

Experience: Mr Anderson has extensive financial and business experience at bothexecutive and board levels. He has held a variety of senior positions, with thirteenyears at Baxter International, Inc., including Corporate Vice President of Finance,Senior Vice President and CFO (1997-2004) and, more recently, Executive Vice

President and CFO of OfficeMax, Inc. (2004-2005). Earlier in his career, Mr Anderson was anAudit Partner of Deloitte & Touche LLP (1986-1991).

Directorships of listed companies in the past five years: Current – Chairman (since 2010) andDirector (since 2005) of A.M. Castle & Co.; Director of PulteGroup (since 2005); Director ofW.W. Grainger, Inc. (since 1999). Former – Lead Director of W.W. Grainger, Inc. (2011-2014).



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Russell Chenu BCom, MBAAge 66

Russell Chenu was appointed as a non-executive director of James Hardie inAugust 2014. He is a member of the Remuneration Committee and theNominating and Governance Committee.

Experience: Mr Chenu joined James Hardie as Interim CFO in October 2004 andwas appointed CFO in February 2005. He was elected to the Company’s ManagingBoard at the 2005 Annual General Meeting, re-elected in 2008 and continued as amember of the Managing Board until it was dissolved in June 2010. As CFO, he

was responsible for accounting, treasury, taxation, corporate finance, information technology andsystems, and procurement. Mr Chenu retired as CFO in November 2013.

Mr Chenu is an experienced corporate and finance executive who held senior finance andmanagement positions with a number of Australian publicly-listed companies. In a number ofthese senior roles, he was engaged in significant strategic business planning and businesschange, including several turnarounds, new market expansions and management leadershipinitiatives.

Mr Chenu has a Bachelor of Commerce from the University of Melbourne and an MBA fromMacquarie Graduate School of Management, Australia.

Directorships of listed companies in the past five years: Current – Director of Reliance WorldwideCorporation Limited (since April 2016; listed April 2016); Director of CIMIC Group Limited (since2014); Director of Metro Performance Glass Limited (since 2014).

Other: Resident of Australia.


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David D. Harrison BA, MBA, CMAAge 69

David Harrison was appointed as an independent non-executive director of JamesHardie in May 2008. He is Chairman of the Remuneration Committee and amember of the Audit Committee.

Experience: Mr Harrison is an experienced company director with a financebackground, having served in corporate finance roles, international operationsand information technology for 22 years with Borg Warner/General Electric Co.His previous experience includes 10 years at Pentair, Inc., as Executive Vice

President and CFO (1994-1996 and 2000-2007) and Vice President and CFO roles at Scotts, Inc.and Coltec Industries, Inc. (1996-2000).

Directorships of listed companies in the past five years: Current – Director of National OilwellVarco (since 2003); Former – Director of Navistar International Corporation (2007-2012).



Andrea Gisle Joosen MSc, BSc

Age 52

Andrea Gisle Joosen was appointed as an independent non-executive director ofJames Hardie in March 2015. She is a member of the Audit Committee.

Experience: Ms Gisle Joosen is an experienced former executive with extensiveexperience in marketing, brand management and business development across arange of different consumer businesses. Her former roles include Chief Executiveof Boxer TV Access AB in Sweden and Managing Director (Nordic region) ofPanasonic, Chantelle AB and Twentieth Century Fox. Her early career involved

several senior marketing roles with Procter & Gamble and Johnson & Johnson.

Directorships of listed companies in the past five years: Current – Director of BillerudKorsnas AB(since 2015); Director of Dixons Carphone plc (since 2014); Director of ICA Gruppen AB (since2010); Former – Director of Dixons Retail plc (2012-2013).

Other directorships: Chairman and Director of Teknikmagasinet AB (since 2015); Director ofMr Green AB (since 2015); Director of Neopitch AB (since 2004)

Other: Resident of Sweden.


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Alison Littley BA, FCIPSAge 53

Alison Littley was appointed as an independent non-executive director of JamesHardie in February 2012. She is a member of the Audit Committee and theRemuneration Committee.

Experience: Ms Littley has substantial experience in multinational manufacturingand supply chain operations, and she brings a strong international leadershipbackground building effective management teams and third party relationships.She has held a variety of positions, most recently as Chief Executive of Buying

Solutions, a UK Government Agency responsible for procurement of goods and services onbehalf of UK government and public sector bodies (2006-2011). She has previously held seniormanagement roles in Diageo plc (1999-2006) and Mars, Inc. (1981-1999). She serves on theBoard of Weightmans LLP, a UK law firm and Eakin Healthcare Ltd, a medical device company.

Directorships of listed companies in the past five years: None.

Other: Resident of the United Kingdom.


James Osborne BA Hons, LLBAge 67

James Osborne was appointed as an independent non-executive director ofJames Hardie in March 2009. He is a member of the Nominating and GovernanceCommittee.

Experience: Mr Osborne is an experienced company director with a strong legalbackground and a considerable knowledge of international business operations inNorth America and Europe. His career includes 35 years with the leading Irish lawfirm, A&L Goodbody, in roles which included opening the firm’s New York office in

1979 and serving as the firm’s managing partner (1982-1994). He has served as a consultant tothe firm since 1994. Mr Osborne also contributed to the listing of Ryanair in London, New Yorkand Dublin and continues to serve on Ryanair’s board.

Directorships of listed companies in the past five years: Current – Director of Ryanair Holdings plc(since 1996); Chairman and Director of Oneview Healthcare plc (since 2013, listed March 2016).Former – Chairman of Independent News & Media (2011-2012).

Other directorships: Chairman of Eason Holdings plc (since 2013); Chairman of Jellia HoldingsLimited (since 2014); Chairman of ELST (since 2012)

Other: Resident of Ireland.


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Rudolf van der Meer M.Ch.EngAge 71

Rudy van der Meer was appointed as an independent non-executive director ofJames Hardie in February 2007. He is Chairman of the Nominating andGovernance Committee.

Experience: Mr van der Meer is an experienced former executive, withconsiderable knowledge of international business and the building andconstruction sector. During his 32-year association with Akzo Nobel N.V., he helda number of senior positions including CEO of Coatings (2000-2005), CEO of

Chemicals (1993-2000), and member of the five person Executive Board (1993-2005).

Directorships of listed companies in the past five years: Current – Director of LyondellBasellIndustries N.V. (since 2010); Former – Member of the Supervisory Board of Hagemeyer N.V.(2006-2008); Chairman of the Supervisory Board of Royal Imtech N.V. (2005-2013).

Other directorships: Former Chairman of the Board of Energie Beheer Nederland B.V. (2006-2013); Chairman of the Supervisory Board of VGZ Health Insurance (since 2011)

Other: Resident of the Netherlands.


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Remuneration Report

This Remuneration Report describes our executive remuneration philosophy, programs andobjectives and explains the decisions of the Remuneration Committee and the Board of Directors(the “Board”) for our senior executive officers’ fiscal year 2016 remuneration.

We are not required to produce a remuneration report under applicable Irish, Australian or USrules or regulations. However, taking into consideration our significant Australian and USshareholder bases and our primary listing on the ASX, we have voluntarily produced aremuneration report consistent with those provided by similarly situated companies for non-binding shareholder approval since 2005.

In this Remuneration Report, we first provide a summary of our business performance and the keyremuneration considerations and decisions made in fiscal year 2016. We then describe in detailour remuneration philosophy, the individual elements of our remuneration program and thelinkage between our remuneration programs and our pay-for-performance philosophy. For fiscalyear 2016, our senior executive officers (Chief Executive Officer (“CEO”), Chief Financial Officer(“CFO”) and the other three highest paid executive officers based on total compensation that wasearned or accrued for fiscal year 2016) (“Senior Executive Officers”) are:

• Louis Gries, CEO;• Matthew Marsh, CFO and Executive Vice President – Corporate;• Ryan Sullivan, Executive Vice President and President – James Hardie Building Products;• Mark Fisher, Executive Vice President – International; and• Joseph Blasko, General Counsel and Chief Compliance Officer

This Remuneration Report has been adopted by our Board on the recommendation of theRemuneration Committee.

EXECUTIVE SUMMARY

Fiscal Year 2016 Business Highlights1

We delivered strong financial performance in fiscal year 2016, highlighted by Adjusted netoperating profit of US$242.9 million, Adjusted earnings before interest and taxes (“EBIT”) ofUS$350.7 million, and net sales of US$1.7 billion. In addition, we achieved a 45% increase in netcash provided by operating activities, compared to the fiscal year 2015, and $268.8 million ofcapital returned to shareholders through a combination of dividends and the previouslyannounced share buyback program.

1 Please see the “Glossary of Abbreviations and Definitions” in Section 4 of this Annual Reportfor a reconciliation of non-GAAP financial measures used in this Remuneration Report to themost directly comparable US GAAP financial measure.

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The following graphs show our performance for key financial measures during fiscal year 2016,with a comparison to prior corresponding periods:

ADJUSTED NETOPERATING PROFIT(US$Million)

11 12 13 14 15 16

$243M

144

117 14

1

197 22

1 243

11 12 13 14 15 16

$1,728M

NET SALES(US$Million)

1,16

7

1,23

8

1,32

1 1,49

4

1,65

7

1,72

8

11 12 13 14 15 16

$351M

ADJUSTED EBIT(US$Million)

184

195

181

253

304

351

11 12 13 14 15 16

54cents

ADJUSTED DILUTEDEARNINGS PER SHARE(US cents)

27

33 32

44

50

54

Fiscal Year 2016 Compensation Highlights

Our fiscal year 2016 compensation continued to reflect and promote our pay-for-performancephilosophy and our stated goal to position Senior Executive Officer fixed base salary and benefitsat the median and total target direct remuneration (comprising fixed and target variableremuneration) at the 75th percentile of our Peer Group (defined herein), if stretch short and long-term target performance goals are met. During May 2015, the Board, with the assistance of theRemuneration Committee and its independent remuneration advisers, undertook its annual reviewof our existing remuneration policies, programs and arrangements and determined the followingfor fiscal year 2016 pay programs:

• For fiscal year 2016, there were no increases in Mr Gries’ base salary or short-termincentive (“STI”) target. Mr Gries’ target long-term incentive (“LTI”) increased byUS$500,000 to US$4.0 million. The Board made this adjustment in order to bringMr Gries’ total compensation package in line with the total compensation packages ofCEOs in our Peer Group.

• Base salary increases for Messrs Marsh, Fisher, and Blasko were made in line with ourannual compensation review guidelines and were adjusted as required to maintainpositioning relative to market merit increase levels. The base salary increase forMr Sullivan was made to properly align his base salary with the increased scope andaccountability of his position. In addition, target LTI for fiscal year 2016 increased forMessrs Marsh, Sullivan, Fisher, and Blasko to better align LTI target values with (i) ourCEO succession plan; (ii) our need to retain key senior executives through the eventualCEO transition process; (iii) our lean management structure; and (iv) the 75th percentile ofF

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our Peer Group LTI values, consistent with our remuneration philosophy. Base pay andtarget LTI increases in fiscal year 2016 for Senior Executive Officers, other than the CEOare as follows:

Base Salary Target LTI

Name Fiscal Year

2015 (US$)

Fiscal Year

2016 (US$)

Fiscal Year

2015 (US$)

Fiscal Year

2016 (US$)

M Marsh 500,000 520,000 500,000 900,000R Sullivan 420,000 520,000 500,000 900,000M Fisher 490,000 500,000 500,000 650,000J Blasko 360,000 380,000 300,000 400,000

• To better align and focus management’s performance on initiatives that are key to oursuccess, the Remuneration Committee approved changes to the performance measuresfor the US business under the company performance plan (“CP Plan”) component of ourannual STI. There are no changes to the other components of the CP Plan (performancemeasures for the Asia Pacific business, maximum payout levels and RemunerationCommittee discretion on STI paid) or to the individual performance plan (“IP Plan”)component of our annual STI. A complete description of the performance hurdlesapplicable for fiscal year 2016 for the CP Plan is set in the section titled “IncentiveArrangements” later in this Remuneration Report.

• The Remuneration Committee established a performance-based compensation clawbackpolicy in connection with performance-based compensation paid or awarded to certainexecutives. The clawback policy provides that the Board may, in all appropriatecircumstances, recover from any current or former executive regardless of fault, thatportion of any performance-based compensation erroneously awarded: (i) based onfinancial information required to be reported under applicable US or Australian securitieslaws or applicable exchange listing standards that would not have been paid in the threecompleted fiscal years preceding the year(s) in which an accounting restatement isrequired to correct a material error; or (ii) during the previous three completed fiscal yearsas a result of any errors or omissions in objective, calculable performance measurescontained in formal papers presented to and relied upon by the Board for purposes ofdetermining compensation to be paid or awarded, where the absence of such errors oromissions would have resulted in there being a material negative impact on the amount ofperformance-based compensation paid or awarded.

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Fiscal Year 2016 Total Target Compensation

Remuneration packages for Senior Executive Officers reflect our remuneration philosophy andcomprise a mixture of fixed base salary and benefits and variable performance-based incentives.The Remuneration Committee seeks to appropriately balance fixed and variable remuneration inorder to align our total compensation structure with our pay-for-performance philosophy. Thefollowing chart summarizes total target compensation awarded to each Senior Executive Officer infiscal year 2016:

Summary of Fiscal Year 2016 Senior Executive Officer Target Compensation

Senior Executive

Officer

FY2016

Annual Base

Salary (US$)

FY2016 STI Target

Value (US$)

FY2016 LTI Target

Value (US$)

FY2016 Total Target

Compensation

(US$)

L Gries 950,000 1,187,500 4,000,000 6,137,500

M Marsh 520,000 312,000 900,000 1,732,000

R Sullivan 520,000 312,000 900,000 1,732,000

M Fisher 500,000 300,000 650,000 1,450,000

J Blasko 380,000 226,000 400,000 1,006,000

Results of 2016 Remuneration Report Vote

In August 2015, our shareholders were asked to cast a non-binding advisory vote on ourremuneration report for the fiscal year ended 31 March 2015. Although we are not required underapplicable Irish, Australian or US laws or regulations to provide a shareholder vote on ourexecutive remuneration practices, the Board believes that it is important to engage shareholderson this important issue and we have voluntarily submitted our remuneration report for non-bindingshareholder approval on an annual basis since 2005 and currently intend to continue to do so. Atour 2015 Annual General Meeting, our shareholders approved our remuneration report, with morethan 86% of the votes cast in support of our remuneration program. The Remuneration Committeeconsidered the results of this supportive advisory vote, together with the other factors and datadiscussed in this Remuneration Report, in determining our executive remuneration policies,objectives and decisions, as well as our shareholder engagement efforts to communicate these, infiscal year 2016.

APPROACH TO SENIOR EXECUTIVE REMUNERATION

Remuneration Philosophy

As our main business and all of our Senior Executive Officers are located in the US, ourremuneration philosophy is to provide our Senior Executive Officers with an overall package thatis competitive with Peer Group companies (defined herein) exposed to the US housing market.Within this philosophy, the executive remuneration framework emphasizes operational excellenceand shareholder value creation through incentives which link executive remuneration with theinterests of shareholders. Our remuneration plans and programs are structured to enable us to:(i) attract and retain talented executives; (ii) reward outstanding individual and corporateperformance; and (iii) align the interests of our executives to the interests of our shareholders,

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with the ultimate goal of improving long-term value for our shareholders. This pay-for-performancesystem continues to serve as the framework for executive remuneration, aligning theremuneration received with the performance achieved.

Composition of Remuneration Packages

In line with our remuneration philosophy, our goal is to position Senior Executive Officer fixedbase salary and benefits at the median and total target direct remuneration (comprising fixed andtarget variable remuneration) at the 75th percentile of our Peer Group, if stretch short and long-term target performance goals are met. Performance goals for target variable performance-basedincentive remuneration are set with the expectation that we will deliver results in the top quartile ofour Peer Group. Performance below this level will result in variable remuneration payments belowtarget (and potentially zero for poor performance). Performance above this level will result invariable remuneration payments above target.

Relative Weightings of Fixed and Variable Remuneration

The charts below detail the relative weightings of fixed versus variable remuneration for the CEOand other Senior Executive Officers for fiscal years 2016 and 2015. Fixed remuneration includesbase salary and other fixed benefits. Variable remuneration is comprised of STI Awards and thefollowing three LTI components: (i) relative total shareholder return restricted stock units (“RelativeTSR RSUs”); (ii) return on capital employed restricted stock units (“ROCE RSUs”); and(iii) scorecard long-term incentive (“Scorecard LTI”), each of which are discussed later in thisRemuneration Report. STI Awards include amounts incurred under the CP and IP plans for eachfiscal year, paid in June of the following fiscal year, and LTI components are shown at totalgranted value.

10%

0%

20%

30%

40%

50%

60%

70%

80%

90%

100%

CEO

Fiscal Year 2016 Fiscal Year 2015

9% 10%

19%26%

25%22%

28% 25%

19% 17%

Relative TSR RSUs

Scorecard LTI

ROCE RSUs

STI Award

Fixed Remuneration

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Other Senior Executive Officers

0%

20%

40%

60%

80%

100%

Fiscal Year 2016 Fiscal Year 2015

20% 27%

22%

34%20%

14%23%

15%

15% 10%Relative TSR RSUs

Scorecard LTI

ROCE RSUs

STI Award

Fixed Remuneration

Setting Remuneration Packages

Remuneration decisions are based on the executive remuneration philosophy and frameworkdescribed in this Remuneration Report. The Remuneration Committee reviews and the Boardapproves this framework each year.

Remuneration packages for Senior Executive Officers are evaluated each year to make sure thatthey continue to align with our compensation philosophy, are competitive with our Peer Group anddevelopments in the market, and continue to support our business structure and objectives. Inmaking decisions regarding individual Senior Executive Officers, the Remuneration Committeetakes into account the results of an annual remuneration positioning review provided by theRemuneration Committee’s independent advisor, as well as the Senior Executive Officer’sresponsibilities and performance.

All aspects of the remuneration package for our CEO, and CFO are determined by theRemuneration Committee and ratified by the Board. All aspects of the remuneration package forthe remaining Senior Executive Officers are determined by the Remuneration Committee on therecommendation of the CEO.

Remuneration Committee Governance

The remuneration program for our Senior Executive Officers is overseen by our RemunerationCommittee, the members of which are appointed by the Board. As prescribed by theRemuneration Committee Charter, the duties of the Remuneration Committee include, amongother things: (i) administering and making recommendations on our incentive compensation andequity-based remuneration plans; (ii) reviewing the remuneration of directors; (iii) reviewing theremuneration framework for the Company; and (iv) making recommendations to the Board on ourrecruitment, retention and termination policies and procedures for senior management. The

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current members of the Remuneration Committee are David Harrison (Chairman), BrianAnderson, Russell Chenu, Michael Hammes and Alison Littley, the majority of whom areindependent non-executive directors. A more complete description of these and otherRemuneration Committee functions is contained in the Remuneration Committee’s Charter, acopy of which is available in the Corporate Governance section of our investor relations website(www.ir.jameshardie.com.au).

Summary of Executive Compensation Practices

The following table summarizes certain of the key governance practices employed by theRemuneration Committee relative to our executive compensation practices, including thosepractices which we believe are important drivers of both short- and long-term corporateperformance and those practices which we believe are not aligned with the long-term interests ofour shareholders:

What We Do What We Don’t Do

✓Retain independent compensationadvisors reporting directly toRemuneration Committee

ûProhibition on hedging of stock held byexecutives and directors

✓

Pay for performance model, withapproximately 85% of our CEO’s totaltarget compensation beingperformance-based “at risk”compensation and an average ofapproximately 67% total targetcompensation being performance-based “at risk” compensation for ourother Senior Executive Officers

ûLimited employment agreements andseverance arrangements

✓

Circuit breaker on annual STI awards toensure that no annual incentive awardsare paid unless minimum corporateperformance levels are achieved

û Limited change-in-control benefits

✓Set robust share ownershiprequirements for all directors and SeniorExecutive Officers

ûNo dividends paid on unvested equityawards

✓ Broad clawback policy on performance-based compensation

û Limited perquisites and other benefits

✓Set performance-based vestingconditions for all equity grants to SeniorExecutive Officers

ûNo time-based LTI equity grants toSenior Executive Officers

✓

Provide the Remuneration Committeewith ability to exercise “negative”discretion when determining the vestingand payout of our LTI programs

ûNo excessive retirement or deferredcompensation arrangements

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Remuneration Advisers

As permitted by the Remuneration Committee Charter, the Remuneration Committee retainedAon Hewitt (in the US) and Guerdon Associates (in Australia) as its independent advisers formatters regarding remuneration for fiscal year 2016. The Remuneration Committee reviews theappointment of its advisors each year. Both Aon Hewitt and Guerdon Associates provided theRemuneration Committee with written certification during fiscal year 2016 to support their re-appointment. In those certifications, the advisors: (i) confirmed that their pay recommendationswere made without undue influence from any member of our management; and (ii) provideddetailed responses to the six independence factors a Remuneration Committee should considerunder relevant NYSE rules, and confirmed their independence based on these factors.

The Remuneration Committee reviewed these certifications before re-appointing each advisor forfiscal year 2017.

Peer Group Analysis

To assist the Remuneration Committee in making remuneration decisions, the RemunerationCommittee evaluates the remuneration of our Senior Executive Officers against a designated setof companies (the “Peer Group”). The Peer Group, which is reviewed by the RemunerationCommittee on an annual basis, consists of companies that are similar to us in terms of certainfactors, including size, industry, and exposure to the US housing market. For fiscal year 2016, thePeer Group remained unchanged from fiscal year 2015. The Remuneration Committee believesthat US market focused companies are a more appropriate peer group than ASX-listedcompanies, as they are exposed to the same macroeconomic factors in the US housing market asthose we face. The names of the 24 companies comprising the Peer Group are set forth below.

Acuity Brands, Inc Louisiana-Pacific Corp Sherwin Williams Co

American Woodmark Corp Martin Marietta Materials, Inc Simpson Manufacturing Co., Inc

Apogee Enterprises, Inc Masco Corporation Trex Co., Inc

Armstrong World Indus, Inc Mohawk Industries, Inc USG Corp

Eagle Materials, Inc Mueller Water Products, Inc Valmont Industries, Inc

Fortune Brands Home & Security NCI Building Systems, Inc Valspar Corporation

Headwaters, Inc Owens Corning Vulcan Materials Co

Lennox International, Inc Quanex Building Products Corp Watsco, Inc

Performance Linkage with Remuneration Policy

During its annual review, the Remuneration Committee assessed our performance in fiscal year2016 against the background of the continued gradual recovery in the US and Asia Pacificmarkets. This review included assessing fiscal year 2016 performance against:

• our historical performance;• our Peer Group;

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• the goals in our STI and LTI variable remuneration plans; and• the key objectives and measures the Board expects to see achieved, which are referred to

as the “Scorecard” and further discussed later in this Remuneration Report.

Based on that review, the Board and the Remuneration Committee concluded that management’sperformance in fiscal year 2016 was on the whole: (i) significantly above target on earnings andslightly above target on growth measures, resulting in STI variable remuneration outcomes beingabove target for fiscal year 2016; and (ii) superior to the 75th percentile of our Peer Group on TSRperformance and substantially above expectations on long-term strategic measures included inthe Scorecard (when taken together with performance in fiscal years 2014 and 2015), resulting inLTI variable remuneration being above target for fiscal years 2014-2016.

More details about this assessment, including the percentage of the maximum variableremuneration awarded to or forfeited by Senior Executive Officers is set out on pages 37 through48 of this Remuneration Report.

DESCRIPTION OF 2016 REMUNERATION ELEMENTS

Base Salaries and Other Fixed Remuneration Benefits

Base salary provides a guaranteed level of income that recognizes the market value of theposition and internal equities between roles, and the individual’s capability, experience andperformance. Annual base salary increases are not automatic. Base salaries for Senior ExecutiveOfficers are positioned around the market median for positions of similar responsibility and arereviewed by the Remuneration Committee each year.

In addition, Senior Executive Officers may receive certain other limited fixed benefits, such asmedical and life insurance benefits, car allowances, participation in executive wellness programsand an annual financial planning allowance. For fiscal year 2016, the base salary and value ofother fixed benefits for each of our Senior Executive Officers is provided in the Base Pay andOther Benefits columns of the remuneration table, in sectioned titled “Remuneration Paid toSenior Executive Officers”.

Retirement Plan

In every country in which we operate, we offer employees access to pension, superannuation orindividual retirement savings plans consistent with the laws of the respective country.

In the US, we sponsor a defined contribution plan, the James Hardie Retirement and ProfitSharing Plan (the “401(k) Plan”). The 401(k) Plan is a tax-qualified retirement and savings plancovering all US employees, including our Senior Executive Officers, subject to certain eligibilityrequirements. Participating employees were able to elect to reduce their current annualcompensation by up to US$18,000 in calendar year 2015 and have the amount of such reductioncontributed to the 401(k) Plan, with a maximum eligible compensation limit of US$265,000. Inaddition, we match employee contributions dollar for dollar up to a maximum of the first 6% of anemployee’s eligible compensation.

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Incentive Arrangements

In addition to the base salary and other fixed benefits provided to our Senior Executive Officers,the Remuneration Committee reviews and approves a combination of both short-term and long-term variable incentive programs on an annual basis. For fiscal year 2016, our variable incentiveplans for Senior Executive Officers were as follows:

Duration Plan Name Amount Form Incentive Paid

STI (1 year) IP Plan 20% of STI Target Cash

CP Plan 80% of STI Target Cash

LTI (3 - 4.5 years) Long Term IncentivePlan 2006 (“LTIP”)

40% of LTI Target ROCE RSUs

30% of LTI Target Relative TSR RSUs

30% of LTI Target Cash (Scorecard LTI)

STI Plans

On an annual basis, the Remuneration Committee approves a STI target for all Senior ExecutiveOfficers, expressed as a percentage of base salary, which is allocated between individual goalsand company goals under the IP and CP Plans, respectively. For fiscal year 2016, the STI targetpercentage for Mr Gries was 125% of base salary and 60% of base salary for Messrs Marsh,Sullivan, Fisher and Blasko, with 80% allocated to the CP Plan and 20% allocated to the IP Planfor all Senior Executive Officers.

Since fiscal year 2014, the Remuneration Committee has applied a ‘circuit breaker’ to the STIplans which, for Senior Executive Officers, will prevent payment of any STI under the CP and IPPlans unless our performance exceeds a level approved by the Remuneration Committee eachyear. For fiscal year 2016, the ‘circuit breaker’ was set at 60% of our fiscal year 2016 planAdjusted EBIT (indexed to housing starts) less any impairment costs the RemunerationCommittee determines should be disregarded.

CP Plan

The CP Plan is based on a series of payout matrices for the US and Asia Pacific businesses,which provide a range of possible payouts depending on our performance against hurdles whichassess volume growth relative to, and above, market (“Growth Measure”), earnings (“ReturnMeasure”), and for the US business, performance of the interiors business and performanceagainst certain “wood-look” competitors. Each Senior Executive Officer can receive between 0%and 300% of their STI target allocated to the CP Plan based on the results of the payout multiplethe Senior Executive Officer is tied to. All Senior Executive Officers are tied to either the USmultiple (Messr Sullivan) or a composite multiple derived from the metrics for the US (80%) andAsia Pacific (20%) businesses combined (Messrs Gries, Marsh, Fisher and Blasko).F

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Payout Matrices

We use both performance measures (Growth Measure and Return Measure) in the payoutmatrices for our US and Asia Pacific businesses in order to ensure that as management increasesits top line market growth focus, it does not do so at the expense of short- to medium-termearnings. Management is encouraged to balance market growth and earnings returns sinceachievement of a higher reward requires management to generate both strong earnings andgrowth relative to and above market. Higher returns on one measure at the expense of the othermeasure may result in a lower reward or no reward at all.

To ensure that the payout matrices represent genuinely challenging targets aligned with ourexecutive remuneration philosophy, particularly in light of the continued, but gradual recovery ofthe US housing market, the Growth Measure is indexed to take into account changes in the USand Asia Pacific new housing starts and the US repair and remodel market and the ReturnMeasure is indexed to take into account changes in pulp prices. The targets for the ReturnMeasure exclude costs related to legacy issues. The Remuneration Committee has reserved foritself discretion to change the STI paid. Examples of instances when the RemunerationCommittee would consider exercising this discretion include external factors outside ofmanagement’s control, and for the US CP Plan only, if the general shift toward smaller homes ateach segment of the US market is considered sufficiently material. The Remuneration Committeewill disclose the reasons for any such exercise of discretion.

The Remuneration Committee believes that the payout matrices are appropriate because theyprovide management with an incentive to achieve overall corporate goals, balance growth withreturns in our primary markets, recognize the need to flexibly respond to strategic opportunities,incorporate indexing relative to market growth to account for factors beyond management’scontrol, and incorporate Remuneration Committee discretion to ensure appropriate outcomes.Payouts under the US matrix may range from 0% to 200% of target, while payouts under the AsiaPacific matrix may range from 0 to 300% of target.

We do not disclose the volume Growth Measure and earnings Return Measure targets for our USor Asia Pacific businesses since these are commercial-in-confidence. However, achieving a targetpayment for the Return Measure under either the US or Asia Pacific payout matrix for fiscal year2016 would have required performance above the average of performance for the previous threeyears and the fiscal year 2016 plan. Achieving a target payout for the Growth Measure requiresgrowth substantially above market growth.

Additional US Performance Metrics

In addition to the Growth Measure and Return Measure components of the CP plan, for the USbusiness only, the Remuneration Committee has implemented additional performance measuresin order to better align and focus management’s performance on initiatives that are key to thesuccess of the US business. For fiscal year 2016, the Remuneration Committee approvedchanges to the performance measures for the US business to increase the weight of key businessinitiatives in the calculation of determining STI paid. As a result, the US payout multiple for fiscalyear 2016 is determined by performance against the matrix multiple (Growth and Returnmeasures for 70% of the STI opportunity), the interiors product business multiple (for 10% of STI

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opportunity), and the “Wood-look” multiple (for 20% of STI opportunity). The overarching formulafor the US payout multiple is:

US Payout Multiple = (70% * Matrix Multiple) + + (20% * “Wood-look” Multiple)(10% * Interiors Multiple)

Matrix Factor Interiors Factor "Wood-look" Factor

Each payout factor (Matrix Factor, Interiors Factor, and “Wood-look” Factor) is capped as followsto properly balance management’s focus across volume growth, returns and key initiatives:

• Matrix Factor = capped at 2.0x• Matrix Factor plus Interiors Factor = capped at 2.3x• “Wood-look” Factor = capped at 1.25x

The Interiors Multiple is measured as a function of the revenue growth of our interiors business infiscal year 2016. The “Wood-look” Multiple is measured as our growth against key “wood-look”competition.

We do not disclose the interiors volume growth or “wood-look” targets since these arecommercial-in-confidence. However, achieving a target payment for fiscal year 2016 would haverequired performance above performance for fiscal year 2015 for interiors volume growth andsubstantial growth against key “wood-look” competition.

IP Plan

Under the IP Plan, the Remuneration Committee approves a series of one-year individualperformance goals which, along with personal growth and development goals, are used to assessthe performance of our Senior Executive Officers. The IP Plan links financial rewards to the SeniorExecutive Officer’s achievement of specific objectives that have benefited us and contributed toshareholder value, but are not captured directly by financial measures in the CP Plan. EachSenior Executive Officer can receive between 0% and 150% of their STI target allocated to the IPPlan based on achievement of individual performance and personal growth and developmentgoals.

STI Plan Performance for Fiscal Year 2016

Our results and the subsequent STI payouts for fiscal year 2016 were above STI target as a resultof:

• the US business performing substantially above target on the Return Measure due tolower production costs per unit, higher average net sales price, and lower organizationalcosts as a percentage of revenue;

• the US business performing below target on the Growth Measure;• the US business performing significantly above target on the “Wood-look” Factor and

above target on the Interiors Factor;• Asia Pacific performing slightly above target on the Growth Measure due to the Australia

and New Zealand businesses achieving growth above their respective targets, offset bythe Philippines business achieving growth below target; and

• Asia Pacific performing above target on the Return Measure due to higher returns inAustralia, New Zealand and the Philippines.

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The Senior Executive Officers’ performance and the subsequent STI payouts for fiscal year 2016were generally at or above target based on each Senior Executive Officer’s achievement of fiscalyear 2016 one-year individual performance and personal growth and development goals.

For fiscal year 2016, the amount to be paid to each of our Senior Executive Officers under the STIPlans is provided in the STI Award column of the remuneration table, in the section titled“Remuneration Paid to Senior Executive Officers”. The percentage of the maximum STI VariableRemuneration awarded to or forfeited by each Senior Executive Officer for (individual andcompany) performance in fiscal year 2016 compared to fiscal year 2015 was:

STI Award1

Awarded % Forfeited %

L Gries

Fiscal Year 2016 76 24

Fiscal Year 2015 100 -

M Marsh



R Sullivan



M Fisher



J Blasko



1 Awarded = % of STI Award maximum actually paid. Forfeited = % of STI Award maximum foregone. STI Awardamounts are paid in cash under the CP and IP Plans.

LTI Plans

Each year, the Remuneration Committee approves a LTI target for all Senior Executive Officers.The approved target is allocated between three separate components to ensure that each SeniorExecutive Officer’s performance is assessed across factors considered important for sustainablelong-term value creation:

• ROCE RSUs are used as they are an indicator of high capital efficiency required overtime;

• Relative TSR RSUs are used as they are an indicator of our performance relative to ourPeer Group; and

• Scorecard LTI is an indicator of each Senior Executive Officer’s contribution to achievingour long-term strategic goals.

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Awards issued under the LTI Plans are issued pursuant to the terms of the Amended andRestated James Hardie Industries plc Long Term Incentive Plan 2006 (the “LTIP”). During fiscalyear 2016, our Senior Executive Officers were granted the following awards under the LTIP:

ROCE RSUs TSR RSUs

Scorecard

LTI Units

L Gries 254,480 292,514 286,290M Marsh 57,258 65,816 64,415R Sullivan 57,258 65,816 64,415M Fisher 41,353 47,533 46,522J Blasko 25,448 29,251 28,629

RSUs issued under our LTI programs will be settled upon vesting in CUFS on a 1-to-1 basis.Unless the context indicates otherwise, in this Remuneration Report when we refer to ourcommon stock, we are referring to the shares of our common stock that are represented byCUFS.

ROCE RSUs (40% of target LTI)

The Remuneration Committee introduced ROCE RSUs in fiscal year 2013 because the UShousing market had stabilized to an extent which permitted the setting of multi-year financialmetrics. The Remuneration Committee believes ROCE RSUs remain an appropriate componentof the LTI Plan because they:

• allow the Remuneration Committee to replace the interim one-year metrics previouslyused during the US housing downturn with three-year financial metrics;

• tie the reward’s value to share price which provides alignment with shareholder interests;• promote that we earn appropriate returns on the additional capital invested in response to

the improvement in the US housing market;• reward performance that is under management’s direct influence and control; and• focus management on capital efficiency as the necessary precondition for the creation of

additional shareholder value.

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Consistent with fiscal years 2013 through 2015, the maximum payout for the ROCE RSUs is200% of target LTI. ROCE is determined by dividing Adjusted EBIT by Adjusted CapitalEmployed1. The ROCE hurdles will be indexed for changes to US and Asia Pacific addressablehousing starts. The resulting Adjusted Capital Employed for each quarter of any fiscal year will beaveraged to better reflect Capital Employed through a year rather than at a certain point in time.

ROCE hurdles for the ROCE RSUs are based on historical results and take into account therecovering US housing market and better optimization of our manufacturing plants. The three-yearaverage ROCE for fiscal years 2013, 2014 and 2015 was 22.9%.

The hurdles for ROCE RSUs granted in fiscal year 2016 (for performance in fiscal years 2016 to2018) were changed from those granted in fiscal year 2015 as follows:

Fiscal Years 2015-2016

ROCEFiscal Years

2016-2018 ROCE

% of ROCE

RSUs to vest

< 22.0% < 23.0% 0%≥ 22.0%, but < 24.5% ≥ 23.0%, but < 25.0% 25%≥ 24.5%, but < 27.0% ≥ 25.0%, but < 27.5% 50%≥ 27.0%, but < 28.5% ≥ 27.5%, but < 28.5% 75%≥ 28.5% ≥ 28.5% 100%

At the conclusion of this three-year performance period, the Remuneration Committee will reviewmanagement’s performance based on the quality of the returns balanced against management’sdelivery of market share growth and performance against the Scorecard. Following this review,the Remuneration Committee can exercise negative discretion to reduce the number of sharesreceived on vesting of the ROCE RSUs. This discretion can only be applied to reduce the numberof shares which will vest.

1 For purposes of ROCE RSU vesting, “Adjusted EBIT” and “Adjusted Capital Employed” will becalculated as follows:

“Adjusted EBIT” will be calculated as (i) EBIT as reported in our financial results; adjusted by(ii) deducting the earnings impact of legacy issues (such as asbestos adjustments and NewZealand weathertightness); and (iii) adding back asset impairment charges in the relevantperiod, unless otherwise determined by the Remuneration Committee.

“Adjusted Capital Employed” will be calculated as Total Assets minus Current Liabilities asreported in our financial results; adjusted by: (i) excluding balance sheet items related to legacyissues (such as asbestos adjustments), dividends payable and deferred taxes; (ii) adding backasset impairment charges in the relevant period, unless otherwise determined by theRemuneration Committee; (iii) adding back leasehold assets for manufacturing facilities andother material leased assets; and (iv) deducting all greenfield construction-in-progress, and anybrownfield construction-in-progress projects involving capacity expansion that are individuallygreater than US$20 million, until such assets reach commercial production and are transferredto the fixed asset register.

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ROCE RSUs Vesting in Fiscal Year 2016 (For Fiscal Years 2013-2015)

As a component of the fiscal year 2013 LTI Plan, we granted ROCE RSUs in September 2012.The ROCE RSUs comprised 40% of each executive’s LTI target and were granted assumingmaximum performance (200% of target). Vesting of the ROCE RSUs is dependent on the averageROCE performance for fiscal years 2013-2015 and is subject to the Remuneration Committee’snegative discretion based on its judgment regarding the quality of returns balanced againstmanagement’s delivery of market share growth. The ROCE performance hurdles for this grantwere approved as follows:

ROCE Performance Level % of ROCE RSUs vested

<18.5% 0%

≥18.5% but < 19.5% 25%

≥19.5% but <20.5% 50%

≥20.5% but <21.5% 75%

≥21.5% 100%

Based solely on the average ROCE result for fiscal years 2013-2015 of 22.9%, 100% of theROCE RSUs granted would have vested. However, based on the Remuneration Committee’sassessment of the quality of returns balanced against management’s delivery of market sharegrowth, the Remuneration Committee determined that it would apply negative discretion in theamount of 20%. As such, 80% of the outstanding fiscal year 2013 ROCE RSUs vested on14 September 2015. Unvested ROCE RSUs from this grant were forfeited.

Relative TSR RSUs (30% of target LTI)

The Remuneration Committee believes that Relative TSR RSUs continue to be an appropriatecomponent of the LTI Plan because they provide alignment with shareholders. Even if macro-economic conditions create substantial shareholder value, Senior Executive Officers will onlyreceive payouts if the TSR of our shares exceeds a specified percentage of our Peer Group overa performance period.

We have used Relative TSR RSUs in our LTI Plan since fiscal year 2009. Consistent with fiscalyears 2013 through 2015, the maximum payout for Relative TSR RSUs granted in fiscal year2016 is 200% of target LTI.

Relative TSR, measure changes in our share price and the share prices of our Peer Group; andassumes all dividends and capital returns are reinvested when paid. Our relative TSRperformance will be measured against the Peer Group over a 36 to 54 month period from grantdate, with testing at the 36th month, 48th month and at the end of the 54 month period. Toeliminate the impact of short-term share price changes, the starting point and each test date areF

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measured using a 20 trading-day average closing price. Relative TSR RSUs will vest based onthe following straight-line schedule:

Performance against Peer Group% of Relative TSR

RSUs vested

<40th Percentile 0%

40th Percentile 25%

>40th Percentile - <60th Percentile Sliding Scale

60th Percentile 50%

>60th Percentile - <80th Percentile Sliding Scale

≥80th Percentile 100%

The Remuneration Committee will continue to monitor the design of the Relative TSR RSUcomponent of the LTI Plan for Senior Executive Officers with the aim of balancing investorpreferences with the ability to motivate and retain Senior Executive Officers.

TSR RSUs Vesting in Fiscal Year 2016

As part of the fiscal year 2011 LTI Plan, in September 2010 we granted five year Relative TSRRSUs to senior executives. Vesting of these Relative TSR RSUs was dependent on our TSRperformance relative to a set peer group, based on the following schedule:


RSUs vested

<50th Percentile 0%

50th Percentile 33%

≥51st but <75th Percentile Sliding Scale


In September 2015, the final test of relative TSR performance was completed, resulting in ourTSR performance at the 76.9th percentile of the peer group (bringing the total vesting percentagefor these grants over the five-year performance period to 100%).

As part of the fiscal year 2012 LTI Plan, in September 2011 we granted five year Relative TSRRSUs to senior executives. Vesting of these Relative TSR RSUs was dependent on our TSRperformance relative to a set peer group, based on the same schedule as noted above for thefiscal year 2010 grants. In September 2015, the third test of relative TSR performance wascompleted, bringing the total vesting for this grant to 53.37% based on our TSR performance atthe 57.6th percentile of the peer group. The fourth performance test (in March 2016) for thesegrants did not result in any additional vesting.F

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As part of the fiscal year 2013 LTI Plan, in September 2012 we granted five year Relative TSRRSUs to senior executives. Vesting of these Relative TSR RSUs was dependent on our TSRperformance relative to a set peer group, based on the following schedule:


RSUs vested

<40th Percentile 0%

≥40th but <80th Percentile Sliding Scale


In September 2015, the first test of relative TSR performance was completed, resulting in 77% vestingfor these grants based on our TSR performance at the 70.8th percentile of the peer group. Thesecond performance test (in March 2016) for these grants did not result in any additional vesting.

Scorecard LTI (30% of target LTI)

We have used Scorecard LTI in our LTI Plan since fiscal year 2010. Each year, the RemunerationCommittee approves a number of key management objectives and the measures it expects to seeachieved in relation to these objectives. These objectives are incorporated into that year’s grant ofScorecard LTI. At the end of the three-year performance period, the Remuneration Committeeassesses our Senior Executive Officers’ collective performance on each key objective and eachindividual Senior Executive Officer’s contribution to those achievements (with scores between 0and 100) and the Board reviews this assessment. Senior Executive Officers may receive differentratings depending on the contribution they have made during the three-year performance period.Although most of the objectives in the Scorecard have quantitative targets, we consider some ofthe targets to be commercial-in-confidence. Consistent from fiscal year 2010, the maximumpayout for Scorecard LTI is 300% of target LTI.

The Remuneration Committee believes that the Scorecard LTI continues to be an appropriatecomponent of its LTI Plan because it:

• allows the Remuneration Committee to set targets for and reward executives on a balanceof longer-term financial, strategic, business, customer and organizational developmentgoals which it believes are important contributors to long-term creation of shareholdervalue;

• ties the reward’s value to our share price over the medium-term; and• allows flexibility to apply rewards across different countries, while providing Senior

Executive Officers with liquidity to pay tax or other material commitments at a time thatcoincides with vesting of shares (via the other components of the LTI Plan) as payment isin cash.

No specific weighting is applied to any single objective and the final Scorecard assessmentreflects an element of judgment by the Board. The Board may only exercise negative discretion(i.e., to reduce the amount of Scorecard LTI that will ultimately vest). It cannot enhance themaximum reward that can be received.

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The amount received by Senior Executive Officers is based on both our share price performanceover the three years from the grant date and the Senior Executive Officer’s Scorecard rating. Atthe start of the three-year performance period, we calculate the number of shares each SeniorExecutive Officer could have acquired if they received a maximum payout on the Scorecard LTI atthat time (based on a 20 trading-day average closing price). Depending on the Senior ExecutiveOfficer’s rating (between 0 and 100), between 0% and 100% of the Senior Executive Officer’sScorecard LTI awards will vest at the end of the three-year performance period. Each SeniorExecutive Officer will receive a cash payment based on our share price at the end of the period(based on a 20 trading-day average closing price) multiplied by the number of shares they couldhave acquired at the start of the performance period, adjusted downward in accordance with theirScorecard rating.

Further details related to the Scorecard for fiscal year 2016, including the method ofmeasurement, historical performance against the proposed measures and the Board of Director’sexpectations, were previously set out in our Remuneration Report for the fiscal year ended31 March 2015. An assessment of our Scorecard performance for fiscal years 2014-2016 is setout below. We will provide an explanation of the final assessment of performance under theScorecard for fiscal years 2016-2018 at the conclusion of fiscal year 2018.

Scorecard LTI for Fiscal Years 2014-2016

After fiscal year 2016, the Remuneration Committee reviewed our performance over fiscal years2014-2016 against the Scorecard objectives set forth in fiscal year 2014, and the contribution ofindividual Senior Executive Officers towards the obtainment of such objectives. As a result of thisevaluation, the Remuneration Committee determined that Senior Executive Officers received aweighted average Scorecard rating of 67.5% (with a range of 58% to 69%).

Performance Measure/ Rationale Performance Metric/Results Board Assessment

Grow exterior cladding market share

and maintain category share in the US

business

A key strategy for JH is to maximize itsmarket share growth/ retention of theexterior cladding market for new housingstarts and for Repair & Remodel markets.

Goal: PDG above market.Outperformance against ‘wood-look’competition.

Result: PDG performance above theBoard requirement. Growth above keycompetition and slight increase inexterior cladding market share.

Performance exceeded

expectations

Build US organizational and

leadership capability in support of the

35/90 growth target

Goal: Satisfactory progress onturnover and engagement initiativescapability build demonstrated bygreater bench strength of highperforming managers.

Performance below expectations

The amount of growth that 35/90 entailsrequires lower turnover levels and anincrease in management depth andorganizational capability.

Result: No improvement on averageturnover during the three-year period.The business has benefitted fromrecruiting programs, careerdevelopment and mentoring andleadership programs that are part ofthe talent management anddevelopment initiatives. Bench strengthand overall organizational capabilitybuild has not kept pace with internaldemand for talent.

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Performance Measure/ Rationale Performance Metric/Results Board Assessment

Manufacturing capacity planning and

sourcing efficiency

Goal: Commercial-in-confidencemetrics for product and processefficiency and material yield used toconfirm manufacturing performanceand progress is effectively supportingour product leadership strategy.


expectations

The Company operates a national USnetwork of manufacturing facilities.

Result: Product and process efficiencyabove Board expectations for the threeyear period, material yield remainedflat.

Safety Goal: No fatalities, 2.0 or belowincident rate (“IR”) and 20.0 or belowseverity rate (“SR”).

Performance below expectationsThe safety of our employees is anessential objective of the Company.

Result: IR SR

FY16 1.8 42.4FY15 1.3 11.0FY14 1.3 23.4

Effectively Manage Legacy Issues Goal: Make acceptable progress onresolving or addressing issues.


expectationsMinimize financial and market positionimpact of legacy issues.

Result: Very positive progress onlegacy issues over the three-yearperiod with minimal impact ordistraction on the business.

Maintain market position on core

products in Australian and NZ

Markets and grow Scyon to greater

proportion of Australian business

Goal: Maintain or grow category shareon core Australian and New Zealandproducts, achieve PDG in Australia andNew Zealand and achieve growth ofScyon percentage of Australianbusiness. Performance met expectations

Value creating opportunity. Result: Category share and PDG inAustralia and New Zealand, as well asScyon growth, met Board expectationsfor the three-year period.

Australian capacity expansion Goal: Completion of buildingconstruction, equipment installationand commissioning of Carole Parkexpansion.

Performance below expectationsThe expansion will support expectedgrowth over the next 20 years.

Result: Carole Park expansioncomplete, but start-up behind initialplan and spend was above budget.Production volumes at or above start-up expectations for most products.F

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CHANGES TO REMUNERATION FOR FISCAL YEAR 2017

Remuneration for Fiscal Year 2017

During May 2016, the Board, with the assistance of the Remuneration Committee and itsindependent remuneration advisers, undertook its annual review of our existing remunerationpolicies, programs and arrangements and determined to implement certain changes for fiscal year2017.

CEO Compensation

For fiscal year 2017, there will be no changes to the CEO’s base salary, target STI or target LTI.

Other Senior Executive Officer Compensation

Base pay, target STI and target LTI increases in fiscal year 2017 for other Senior ExecutiveOfficers are as follows:

Base Salary Target STI Target LTI

NameFiscal Year2016 (US$)

Fiscal Year2017 (US$)

Fiscal Year2016

Fiscal Year2017



M Marsh 520,000 560,000 60% 70% 900,000 1,200,000R Sullivan 520,000 600,000 60% 80% 900,000 1,500,000M Fisher 500,000 515,000 60% 60% 650,000 650,000J Blasko 380,000 405,000 60% 60% 400,000 450,000

Base salary, STI target and LTI target increases for Messrs Marsh and Sullivan were made toproperly align their base salaries with the increase in role scope and accountability that occurredfor each during fiscal year 2016 in addition to better align their overall compensation practiceswith (i) our CEO succession plan, (ii) our need to retain key senior executives through theeventual CEO transition process, (iii) our lean management structure, and (iv) the 75th percentileof our Peer Group LTI values, consistent with our remuneration philosophy.

Base salary increases for Messrs Fisher and Blasko were made in line with our annualcompensation review guidelines and were adjusted as required to maintain positioning relative tomarket merit increase levels. The small increase to Messr Blasko’s LTI target was made to betteralign his LTI target value with the 75th percentile of our Peer Group, consistent with ourremuneration philosophy.

STI Plans

There will be no changes to the operation of the IP or CP Plans for fiscal year 2017 other than toestablish new commercial-in-confidence targets aligned with our strategic initiatives as we doevery year.

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LTI Plan

The Board and Remuneration Committee feel the current LTI Plan is having the desired effect ofbalancing the short-term focus of base salaries and STI program by tying equity-based rewards toperformance achieved over multi-year periods and aligning equity incentives with long-termshareholder interests. Additionally, management understands the current plan and continues tobe motivated by it. As such, the fiscal year 2017 LTI Plan is consistent with the plan for fiscal year2016, with only minor updates to ROCE RSU hurdles and Scorecard objectives.

The 2016 Notice of Annual General Meeting will contain further details on the relative TSR RSUand ROCE RSU grants for fiscal year 2017. Changes to ROCE performance hurdles andScorecard objectives for fiscal year 2017 are set forth below.

Changes to LTI Variable Compensation for Fiscal Year 2017

ROCE RSUs

The hurdles for ROCE RSUs to be granted in fiscal year 2017 (for performance in fiscal years2017 to 2019) were increased from the hurdles for ROCE RSUs granted in fiscal year 2016 asfollows:

Fiscal Years 2017-2019ROCE

Fiscal Years 2016-2018ROCE % of ROCE RSUs to vest

< 24.0% < 23.0% 0%≥ 24.0%, but < 26.0% ≥ 23.0%, but < 25.0% 25%≥ 26.0%, but < 28.5% ≥ 25.0%, but < 27.5% 50%≥ 28.5%, but < 29.5% ≥ 27.5%, but < 28.5% 75%≥ 29.5% ≥ 28.5% 100%

For fiscal year 2016, the Board has increased the threshold, target and maximum ROCEperformance hurdles, thereby making it more difficult to achieve minimum, at target and maximumvesting. The Board believes this increase in performance hurdles is appropriate given therecovering housing market in the US and better optimization of manufacturing plants.

Scorecard LTI

The Remuneration Committee uses the Scorecard to set strategic objectives for whichperformance can only be assessed over a period of time. These objectives change from year-to-

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year in line with our strategic priorities. For fiscal year 2017, the Remuneration Committee has setthe following seven Scorecard goals:

Performance Goal/ Rationale Performance Metric Board Expectation

Grow exterior cladding market share

and maintain category share in the US

business

A key strategy for us is to maximize ourmarket share growth/retention of theexterior cladding market for new housingstarts and for repair and remodelmarkets.

Our PDG performance for exteriorcladding compared to the underlyingmarket (in standard feet) andoutperformance of key competition.

PDG growth above market andoutperformance against keycompetition.

Interiors Market Strategy

Implementation

Necessary to sustain interiors businessrevenue and EBIT, and grow beyond theCompany’s current market position.

PDG together with the entry intoadjacent markets. The latterachievement can include developingnew technologies, expanding into newproduct categories or the acquisition ofnew technologies.

PDG growth above market andtechnology and/or product adjacent toexisting markets identified and inprocess of development.

Build US Organizational and

Leadership Capability in Support of

the “35/90” Growth Target

In order to achieve 35/90, we will requirelower turnover levels and an increase inmanagement depth and organizationalcapability.

A range of factors including the rate ofsalaried voluntary turnover, executionof programs to build organizationalcapability and bench strength for keyroles.

Continued focus on turnover andengagement initiatives, success inexternal recruitment, onboarding of keypositions, programs to buildorganizational capability, anddevelopment of/successful executionon a management team successionplan.

Safety

The safety of all employees is anessential objective of the Company.

Incident Rate (IR): Recordableincidents per 200,000 hours worked.

Severity Rate (SR): Days lost per200,000 hours worked.

Zero fatalities.

IR: 2.0 or below.

SR: 20.0 or below.

Pursue Organic Growth in All Asia

Pacific Markets and Grow Scyon and

New Products to Greater Proportion of

Asia Pacific Business

Value creating opportunity.

Category share and PDG.

Continued growth of Scyon andintroduction and growth of newproducts in Asia Pacific.

Grow category share on coreAustralian and New Zealand products.

Grow PDG in Australia and NewZealand.

Achieve growth in Scyon as well as theintroduction of new products in AsiaPacific.

Manufacturing Effectiveness and

Sourcing Efficiency

We operate a national US network ofmanufacturing facilities.

First pass quality and service, as wellas sheet machine product and processefficiency metrics.

Manufacturing performance data iscommercial-in-confidence.

Commercia-in-confidence targets willbe reviewed to confirm progress issupporting the Company’s productleadership strategy.

Define a Clear Vision and Strategy for

Non-Fiber Cement Business

Developing sustainable growth beyondthe Company’s traditional products maycreate shareholder value throughincreased profits and lower risk throughdiversification.

This measure is subjective andachievement can take many differentforms, including developing a vision orbusiness development framework, newtechnologies, or expanding into newproduct categories.

Progress against this goal will bereviewed to ensure any progress issupporting the Company’s position inthe non-fiber cement marketplace.

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EXECUTIVE COMPENSATION PRACTICES

Clawback Provisions

The Remuneration Committee has established an executive performance-based compensationclawback policy in connection with performance-based compensation paid or awarded to certainexecutives. The clawback policy provides that the Board may, in all appropriate circumstances,recover from any current or former executive regardless of fault, that portion of any performance-based compensation erroneously awarded: (i) based on financial information required to bereported under applicable US or Australian securities laws or applicable exchange listingstandards that would not have been paid in the three completed fiscal years preceding the year(s)in which an accounting restatement is required to correct a material error; or (ii) during theprevious three completed fiscal year as a result of any errors or omissions in objective, calculableperformance measures contained in formal papers presented to and relied upon by the Board forpurposes of determining compensation to be paid or awarded, where the absence of such errorsor omissions would have resulted in there being a material negative impact on the amount ofperformance-based compensation paid or awarded.

The clawback policy applies to any person designated as a participant by the Board in the annualLTI Plan and applies to any compensation that is granted, earned or vested based wholly or inpart upon the attainment of any financial or other objective, calculable performance measureunder any incentive, bonus, retirement or equity compensation plan maintained by the Company,including, without limitation, the STI Plan and LTI Plan. Salaries, discretionary bonuses, time-based equity awards and bonuses or equity awards based on subjective, non-financial measures,including strategic or personal performance metrics, are excluded.

The excess compensation requiring recovery shall be the amount of performance-basedcompensation that an executive received, based on the erroneous data, less the amount thatwould have been paid to the executive based on the restated or corrected data. All recoverableamounts shall be calculated on a pre-tax basis. For equity awards still held at the time of therecovery, the recoverable amount shall be the amount vested in excess of the number that shouldhave vested under the restated or corrected financial reporting measure. For vested equityawards which have already been sold, the recoverable amount shall be the sale proceeds theexecutive received with respect to the excess number of shares.

In addition, all LTI grants made to Messrs Gries, Sullivan, Marsh and Fisher are subject toclawback provisions (either in their respective employment agreement or award grant documents)for violation of a limited non-compete provision that specifically prohibits executives from workingfor designated competitors or for any company that may enter the fiber cement market within twoyears of departure.

Stock Ownership Guidelines

The Remuneration Committee believes that Senior Executive Officers should hold a meaningfullevel of our stock to further align their interests with those of our shareholders. We have adoptedstock ownership guidelines for the CEO and other Senior Executive Officers, respectively, whichrequire them to accumulate holdings of three times and one times their base salary, respectively,in our stock over a period of five years from the effective date of the guidelines (1 April 2009) orthe date the Senior Executive Officer first becomes subject to the applicable guideline.

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Until the stock ownership guidelines have been met, Senior Executive Officers are required toretain at least 75% of shares obtained under our LTI Plans (net of taxes and other costs). OnceSenior Executive Officers have met or exceeded their stock ownership guidelines, they arerequired to retain at least 25% of shares issued under our LTI Plans through the vesting of RSUs(net of taxes and other costs) for a period of two years (by way of a holding lock), after which timethose shares can be sold (provided the Senior Executive Officer remains at or above the stockownership guideline).

The CEO’s holdings have exceeded the stock ownership guidelines for some years. All otherSenior Executive Officers are tracking toward achievement of the minimum share accumulationthreshold in accordance with the timeframe specified.

Equity Award Practices

Annual equity awards under the LTI Plan are generally approved by the Remuneration Committeein May of each year with awards generally issued in September of each year. We do not time thegranting of equity awards to the disclosure of material information.

For details of the application of our insider-trading policy for equity award grant participants,including our prohibition on employee hedging transactions, see the “Insider Trading” section ofthis Annual Report.

Loans

We did not grant loans to Senior Executive Officers during fiscal year 2016. There are no loansoutstanding to Senior Executive Officers.

EMPLOYMENT AND SEVERANCE ARRANGEMENTS

We maintain employment agreements with Messrs Gries, Sullivan, Marsh and Fisher, the materialterms of which are outlined below. Other than as provided under the terms of their respectiveemployment agreements, no other termination payments are payable, except as required underthe terms of the applicable STI or LTI plans.

Employment Agreement with Louis Gries

Below is a summary of the key terms of Mr Gries’ current employment agreement:• Executive Employment Agreement renewed effective as of 14 October 2010 providing for

service as Chief Executive Officer.• Mr Gries is an employee-at-will and either he or the Company may terminate his

employment at any time or any reason.• Base salary at an initial annual rate of US$950,000, subject to annual review and approval

by Remuneration Committee.• Participation in Company’s annual STI and LTI Plans, with a minimum STI target of 100%

of his annual base salary, as established by the Company’s Board.• Participation in the Company’s benefit, health and welfare plans and certain fringe

benefits made generally available to Senior Executive Officers in accordance with hisagreement and Company policies.

• Provisions concerning consequences of termination of employment under specifiedcircumstances, including: (i) termination by the Company for cause; (ii) termination by

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reason of death or disability; (iii) retirement; (iv) termination by the Company without causeor by Mr Gries with good reason; or (v) termination by Mr Gries without good reason.

• In the event that Mr Gries’ employment is terminated by the Company for any reason otherthan for cause, or if Mr Gries voluntarily terminates his employment for good reason, theCompany shall pay to Mr Gries, in addition to any compensation or reimbursements hewould otherwise be entitled to up to the date of termination: (i) an amount equal to 150% ofhis then current base salary; (ii) an amount equal to 150% of his average annual STI bonusactually paid, calculated based on the three full fiscal years immediately preceding the yearof termination; (iii) his prorated bonus; (iv) no pro rata forfeiture of his unvested RSUs/Scorecard LTI grants – these will vest in accordance with the terms and timing of thespecific grants; and (v) continuation of health and medical benefits at the Company’sexpense for the duration of the consultation agreement referenced below, provided that MrGries signs the Company’s release of claims without revocation and has been andcontinues to remain in compliance with his confidentiality and noncompetition obligations asset forth in this agreement.

• In the event of Mr Gries’ retirement after the age of 65, or prior to age 65 with the approvalof the Board, his then unvested RSUs and awards will not be forfeited and will be heldthrough the applicable testing periods.

• In the event that Mr Gries’ employment is terminated for any reason other than by theCompany for cause or due to his death, in addition to any severance payment he may beentitled to as set forth above, the Company and Mr Gries each agree to enter into aconsulting arrangement for a minimum of two years, as long as Mr Gries adheres tocertain non-competition and confidentiality provisions and executes a release of claimsfollowing the effective date of termination. Under the consulting agreement, Mr Gries willreceive his annual target STI bonus and annual base salary in exchange for his consultingservices and non-compete.

Employment Agreement with Ryan Sullivan

Below is a summary of the key terms of Mr Sullivan’s employment agreement:• Effective 15 May 2016, the Company entered into an employment agreement with

Mr Sullivan (the “Sullivan Agreement”), which has an initial term of three years andautomatic one year renewals thereafter unless either Mr Sullivan or the Company notifiesthe other party at least 90 days before the expiration date that the Sullivan Agreement is notto be renewed. In the event that the Company is the party that determines not to renew,such non-renewal shall be treated as a termination without “Cause” (as defined in theSullivan Agreement) and subject to the termination without “Cause” provisions of theSullivan Agreement.

• The Sullivan Agreement provide for a base salary of not less than US$600,000 for MrSullivan, which shall be reviewed annually for increase in the discretion of theRemuneration Committee. Additionally, Mr Sullivan shall be eligible for an annual STIaward with payout opportunities that are commensurate with his position and duties, witha minimum target annual STI award opportunity of not less than 80% of this the currentbase salary. Mr Sullivan shall also be eligible to participate in our annual LTI plan onterms commensurate with his position and duties, with a minimum annual target LTIaward opportunity of not less than US$1,500,000.

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• Mr Sullivan shall be eligible for participation in our employee benefit, health and welfareplans and certain fringe benefits made generally available to Senior Executive Officers inaccordance with Company policies.

• The Sullivan Agreement contains provisions concerning the consequences of termination ofemployment under specified circumstances, including: (i) termination by the Company forCause; (ii) termination by reason of death or disability; (iii) termination by the Companywithout Cause or by Mr Sullivan with Good Reason; or (iv) termination by Mr Sullivanwithout good reason. In particular, in the event the Company terminates Mr Sullivan withoutCause or Mr Sullivan voluntarily terminates for Good Reason, Mr Sullivan shall be entitledto: (i) a lump-sum amount equal to his unpaid base salary through and including the date oftermination, as well as accrued, unused vacation pay and unreimbursed businessexpenses; (ii) a payment for any earned but unpaid annual incentive award for a completedcalendar year prior to the date of termination; (iii) salary continuation for the two year periodfollowing the date of termination, provided the aggregate amount of such continuationpayments shall be equal to the sum of (A) two times the base salary plus (B) one times theannual incentive award opportunity, as then in effect; (iv) an amount, if any, with respect tothe annual incentive award opportunity for the year in which such termination ofemployment occurs, as determined under the terms and conditions of the Company’sannual incentive program(s); (v) all outstanding equity awards will remain subject to theterms and conditions of the applicable equity incentive plan and any corresponding awardagreement(s); (vi) monthly payments for a period of 18 months equal to the premiumMr Sullivan would be required to pay for COBRA continuation coverage under the JamesHardie’s health benefit plans, determined using the COBRA premium rate in effect for thelevel of coverage that Mr Sullivan has in place immediately prior to termination; and (vii) theCompany will assist Mr Sullivan in finding other employment opportunities by providing tohim, at James Hardie’s limited expense, reasonable professional outplacement servicesthrough the provider of the James Hardie’s choice for a period of up to 24 months.

• Pursuant to the confidentiality, non-competition and non-solicitation provisions of theSullivan Agreement, for a period of 24 months following any termination of Mr Sullivan’semployment, Mr Sullivan shall be prohibited from: (i) directly or indirectly acting, engagingin, have a financial or other interest in, or otherwise serving as an employee, agent, partner,shareholder, director, or consultant for certain designated competitors of the Company; and(ii) employing or retaining or soliciting for employment any person who is an employee orconsultant of the Company or soliciting suppliers or customers of the Company or inducingany such person to terminate his, her, or its relationship with the Company.

Employment Agreement with Matthew Marsh

Below is a summary of the key terms of Mr Marsh’s current employment agreement:• Effective 15 May 2016, the Company entered into an employment agreement with Mr Marsh

(the “Marsh Agreement”), which has an initial term of three years and automatic one yearrenewals thereafter unless either Mr Marsh or the Company notifies the other party at least90 days before the expiration date that the Marsh Agreement is not to be renewed. In theevent that the Company is the party that determines not to renew, such non-renewal shallbe treated as a termination without “Cause” (as defined in the Marsh Agreement) andsubject to the termination without “Cause” provisions of the Marsh Agreement.

• The Marsh Agreement provide for a base salary of not less than US$560,000 for Mr Marsh,which shall be reviewed annually for increase in the discretion of the Remuneration

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Committee. Additionally, Mr Marsh shall be eligible for an annual STI award with payoutopportunities that are commensurate with his position and duties, with a minimum targetannual STI award opportunity of not less than 70% of this the current base salary. Mr Marshshall also be eligible to participate in our annual LTI plan on terms commensurate with hisposition and duties, with a minimum annual target LTI award opportunity of not less thanUS$1,200,000.

• Mr Marsh shall be eligible for participation in our employee benefit, health and welfareplans and certain fringe benefits made generally available to Senior Executive Officers inaccordance with Company policies.

• The Marsh Agreement contains provisions concerning the consequences of termination ofemployment under specified circumstances, including: (i) termination by the Company forCause; (ii) termination by reason of death or disability; (iii) termination by the Companywithout Cause or by Mr Marsh with Good Reason; or (iv) termination by Mr Marsh withoutgood reason. In particular, in the event the Company terminates Mr Marsh without Causeor Mr Marsh voluntarily terminates for Good Reason, Mr Marsh shall be entitled to: (i) alump-sum amount equal to his unpaid base salary through and including the date oftermination, as well as accrued, unused vacation pay and unreimbursed businessexpenses; (ii) a payment for any earned but unpaid annual incentive award for acompleted calendar year prior to the date of termination; (iii) salary continuation for thetwo year period following the date of termination, provided the aggregate amount of suchcontinuation payments shall be equal to the sum of (A) two times the base salary plus(B) one times the annual incentive award opportunity, as then in effect; (iv) an amount, ifany, with respect to the annual incentive award opportunity for the year in which suchtermination of employment occurs, as determined under the terms and conditions of theCompany’s annual incentive program(s); (v) all outstanding equity awards will remainsubject to the terms and conditions of the applicable equity incentive plan and anycorresponding award agreement(s); (vi) monthly payments for a period of 18 monthsequal to the premium Mr Marsh would be required to pay for COBRA continuationcoverage under the James Hardie’s health benefit plans, determined using the COBRApremium rate in effect for the level of coverage that Mr Marsh has in place immediatelyprior to termination; and (vii) the Company will assist Mr Marsh in finding otheremployment opportunities by providing to him, at James Hardie’s limited expense,reasonable professional outplacement services through the provider of the JamesHardie’s choice for a period of up to 24 months.

• Pursuant to the confidentiality, non-competition and non-solicitation provisions of the MarshAgreement, for a period of 24 months following any termination of Mr Marsh’s employment,Mr Marsh shall be prohibited from: (i) directly or indirectly acting, engaging in, have afinancial or other interest in, or otherwise serving as an employee, agent, partner,shareholder, director, or consultant for certain designated competitors of the Company; and(ii) employing or retaining or soliciting for employment any person who is an employee orconsultant of the Company or soliciting suppliers or customers of the Company or inducingany such person to terminate his, her, or its relationship with the Company.

Employment Agreement with Mark Fisher

Below is a summary of the key terms of Mr Fisher’s current employment agreement:• Executive Employment Agreement effective as of 31 March 2006.• Mr Fisher is an employee-at-will and either he or the Company may terminate his

employment at any time or for any reason.

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• Base salary subject to annual review and approval by Remuneration Committee.• Participation in Company’s annual STI and LTI Plans, as established by the Company’s

Board.• Participation in the Company’s benefit, health and welfare plans and certain fringe benefits

made generally available to Senior Executive Officers in accordance with Company policies.• Provisions concerning consequences of termination of employment under specified

circumstances, including: (i) termination by the Company for cause; (ii) termination byreason of death or disability; (iii) termination by the Company without cause or byMr Fisher with good reason; or (iv) termination by Mr Fisher without good reason.

• In the event that Mr Fisher’s employment is terminated by the Company for any reasonother than for cause or due to his death or if Mr Fisher voluntarily terminates hisemployment for good reason, in addition to any compensation or reimbursements hewould otherwise be entitled to up to the date of termination, the Company and Mr Fishereach agree to enter into a consulting arrangement for a minimum of two years, as long asMr Fisher adheres to certain non-competition and confidentiality provisions and executesa release of claims following the effective date of termination. Under the consultingagreement, Mr Fisher will receive his annual base salary as of the termination date foreach year in exchange for his consulting services and non-compete.

REMUNERATION PAID TO SENIOR EXECUTIVE OFFICERS

Total Remuneration for Senior Executive Officers

Details of the remuneration for Senior Executive Officers in fiscal years 2016 and 2015 are set out below:

(US dollars) PrimaryPost-

employmentEquity Awards

TOTAL

Name Base Pay STI Award2Other

Benefits3401(k)

Ongoing

Vesting4

Mark-to

Market5

L Gries1

Fiscal Year 2016 950,000 2,424,875 134,174 15,919 6,283,244 1,228,260 11,036,472

Fiscal Year 2015 950,000 3,206,250 156,059 15,440 8,319,665 (908,777) 11,738,637

M Marsh

Fiscal Year 2016 513,846 637,104 49,233 16,177 965,366 67,910 2,249,636

Fiscal Year 2015 493,846 810,000 47,903 15,877 619,567 (48,658) 1,938,535

R Sullivan

Fiscal Year 2016 489,231 673,023 70,796 10,085 770,382 58,778 2,072,295

Fiscal Year 2015 392,308 680,400 54,687 16,846 475,721 (50,189) 1,569,773

M Fisher

Fiscal Year 2016 496,923 597,600 36,657 16,038 753,040 126,265 2,026,523

Fiscal Year 2015 486,923 779,100 39,887 15,738 835,874 (106,421) 2,051,101

J Blasko

Fiscal Year 2016 373,846 454,176 56,987 16,177 485,451 88,935 1,475,572

Fiscal Year 2015 350,769 561,600 48,223 16,015 569,377 (80,719) 1,465,265

TOTAL

Fiscal Year 2016 2,823,846 4,786,778 347,847 74,396 9,257,483 1,570,148 18,860,498

Fiscal Year 2015 2,673,846 6,037,350 346,759 79,916 10,820,204 (1,194,764) 18,763,311

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1 L Gries base pay includes US$170.184 and US$161,449 in fiscal years 2016 and 2015, respectively, which is allocatedfor tax purposes to his services on the Company’s Board.

2 For further details on STI awards paid for fiscal years 2016 and 2015, see page 41 of this Remuneration Report.Amounts reflect actual STI awards to be paid in June 2016 and paid in June 2015, for fiscal years 2016 and 2015,respectively.

3 Includes the aggregate amount of all other benefits received in the year indicated. Examples of benefits that may bereceived include medical and life insurance benefits, car allowances, membership in executive wellness programs, andfinancial planning and tax services.

4 Includes equity award expense for grants of Scorecard LTI awards, relative TSR RSUs and ROCE RSUs. Relative TSRRSUs are valued using a Monte Carlo simulation method. ROCE RSUs and Scorecard LTI awards are valued based onthe Company’s share price at each balance date as well as the Remuneration Committee’s current expectation of thepercentage of the RSUs or awards which will vest. The fair value of equity awards granted are included in compensationduring the period in which the equity awards vest. For ROCE RSUs and Scorecard LTI awards, this amount excludes theequity award expense in fiscal years 2016 and 2015 resulting from changes in the Company’s share price, which isdisclosed separately in the Equity Awards “Mark-to-Market” column.

5 The amount included in this column is the equity award expense in relation to ROCE RSUs and Scorecard LTI awardsresulting solely from changes in the US dollar share price during fiscal years 2016 and 2015. During fiscal year 2016,there was a 17.4% appreciation in our share price from US$11.65 to US$13.68, as a result of changes in the AUD/USDexchange rate. During fiscal year 2015, there was an 11.8% depreciation in our share price from US$13.21 to US$11.65.

Variable Remuneration Payable in Future Years

Details of the accounting cost of the variable remuneration for fiscal year 2016 that may be paid toSenior Executive Officers in future years are set out below. The minimum amount payable is nil inall cases. The maximum amount payable will depend on the share price at time of vesting, and istherefore not possible to determine. The table below is based on the fair value of the RSUs andScorecard LTI according to US generally accepted accounting standards and our estimate of therating to be applied to Scorecard LTI.

Scorecard LTI¹(US dollars)

ROCE RSUs²(US dollars)

Relative TSR RSUs³(US dollars)

FY2016 FY2017 FY2018 FY2019 FY2016 FY2017 FY2018 FY2019 FY2016 FY2017 FY2018 FY2019

L Gries 468,721 868,443 868,443 404,480 312,481 578,962 578,962 269,653 439,296 813,923 813,923 381,317M Marsh 105,461 195,397 195,397 91,007 70,308 130,266 130,266 60,672 98,842 183,134 183,134 85,797R Sullivan 105,461 195,397 195,397 91,007 70,308 130,266 130,266 60,672 98,842 183,134 183,134 85,797M Fisher 76,165 141,119 141,119 65,726 50,777 94,079 94,079 43,818 71,385 132,261 132,261 61,963J Blasko 46,872 86,844 86,844 40,448 31,248 57,896 57,896 26,965 43,929 81,391 81,391 38,131

802,680 1,487,200 1,487,200 692,668 535,122 991,469 991,469 461,780 752,294 1,393,843 1,393,843 653,005

1 Represents annual SG&A expense for Scorecard LTI granted in September 2015. The fair value of each award isadjusted for changes in our common stock price at each balance sheet date until the final Scorecard rating is applied inSeptember 2018, at which time the final value is based on our share price and the Senior Executive Officers Scorecardrating at the time of vesting.

2 Represents annual SG&A expense for the ROCE RSUs granted in September 2015. The fair value of each RSU isadjusted for changes in our common stock price at each balance sheet date until September 2018 when ROCE resultsare known and the Remuneration Committee makes a determination on the amount of negative discretion to be appliedand some, all or none of the awards become vested.

3 Represents annual SG&A expense for the relative TSR RSUs granted in September 2015 with fair market valueestimated using the Monte Carlo option-pricing method.

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OUTSTANDING EQUITY AWARDS HELD BY SENIOR EXECUTIVE OFFICERS

The following tables set forth information regarding outstanding equity awards held by our SeniorExecutive Officers as of 30 April 2016.

Options

As at 30 April 2016, no Senior Executive Officers held stock options.

Restricted Stock Units

NameGrantDate

ReleaseDate

Holding andUnvested at1 April 2015 Granted

TotalValue atGrant¹(US$) Vested Lapsed

Holding andUnvested at30 April 2016

FairValue

per RSU2

(US$)

L Gries 15-Sep-103 15-Sep-13 128,405 577,255 $2,595,627 (128,405) - - $ 4.496515-Sep-113 15-Sep-14 406,591 606,852 $2,500,291 (123,603) - 282,988 $ 4.120114-Sep-123 14-Sep-15 273,732 273,732 $2,041,356 (210,773) - 62,959 $ 7.457514-Sep-124 14-Sep-15 284,916 284,916 $2,697,385 (227,932) (56,984) - $ 9.467316-Sep-133 16-Sep-16 295,824 295,824 $1,994,593 - - 295,824 $ 6.742516-Sep-134 16-Sep-16 278,393 278,393 $2,640,140 - - 278,393 $ 9.483516-Sep-143,5 16-Sep-17 260,346 260,346 $1,883,812 - - 260,346 $ 7.235816-Sep-144 16-Sep-17 232,980 232,980 $2,607,442 - - 232,980 $11.191716-Sep-153 16-Sep-18 - 292,514 $2,448,459 - - 292,514 $ 8.370416-Sep-154 16-Sep-18 - 254,480 $3,227,875 - - 254,480 $12.6842

M Marsh 16-Sep-133 16-Sep-16 33,400 33,400 $ 225,200 - - 33,400 $ 6.742516-Sep-134 16-Sep-16 31,431 31,431 $ 298,076 - - 31,431 $ 9.483516-Sep-136 16-Sep-16 56,128 56,128 $ 482,734 - - 56,128 $ 8.600616-Sep-143 16-Sep-17 38,787 38,787 $ 280,655 - - 38,787 $ 7.235816-Sep-144 16-Sep-17 33,283 33,283 $ 372,493 - - 33,283 $11.191716-Sep-153 16-Sep-18 - 65,816 $ 550,906 - - 65,816 $ 8.370416-Sep-154 16-Sep-18 - 57,258 $ 726,272 - - 57,258 $12.6842

R Sullivan 15-Sep-113 15-Sep-14 11,543 17,227 $ 70,977 (3,509) - 8,034 $ 4.120114-Sep-123 14-Sep-15 7,064 7,064 $ 52,680 (5,439) - 1,625 $ 7.457514-Sep-124 14-Sep-15 7,353 7,353 $ 69,613 (5,882) (1,471) - $ 9.467316-Sep-133 16-Sep-16 23,857 23,857 $ 160,856 - - 23,857 $ 6.742516-Sep-134 16-Sep-16 22,451 22,451 $ 212,914 - - 22,451 $ 9.483516-Sep-143 16-Sep-17 38,787 38,787 $ 280,655 - - 38,787 $ 7.235816-Sep-144 16-Sep-17 33,283 33,283 $ 372,493 - - 33,283 $11.191716-Sep-153 16-Sep-18 - 65,816 $ 550,906 - - 65,816 $ 8.370416-Sep-154 16-Sep-18 - 57,258 $ 726,272 - - 57,258 $12.6842

M Fisher 15-Sep-103 15-Sep-13 14,905 67,003 $ 301,279 (14,905) - - $ 4.496515-Sep-113 15-Sep-14 45,906 68,516 $ 282,293 (13,955) - 31,951 $ 4.120114-Sep-123 14-Sep-15 30,905 30,905 $ 230,474 (23,796) - 7,109 $ 7.457514-Sep-124 14-Sep-15 32,168 32,168 $ 304,544 (25,734) (6,434) - $ 9.467316-Sep-133 16-Sep-16 33,400 33,400 $ 225,200 - - 33,400 $ 6.742516-Sep-134 16-Sep-16 31,431 31,431 $ 298,076 - - 31,431 $ 9.483516-Sep-143 16-Sep-17 38,787 38,787 $ 280,655 - - 38,787 $ 7.235816-Sep-144 16-Sep-17 33,283 33,283 $ 372,493 - - 33,283 $11.191716-Sep-153 16-Sep-18 - 47,533 $ 397,870 - - 47,533 $ 8.370416-Sep-154 16-Sep-18 - 41,353 $ 524,530 - - 41,353 $12.6842

J Blasko 14-Sep-123 14-Sep-15 22,075 22,075 $ 164,624 (16,997) - 5,078 $ 7.457514-Sep-124 14-Sep-15 22,977 22,977 $ 217,530 (18,381) (4,596) - $ 9.467316-Sep-133 16-Sep-16 23,857 23,857 $ 160,856 - - 23,857 $ 6.742516-Sep-134 16-Sep-16 22,451 22,451 $ 212,914 - - 22,451 $ 9.483516-Sep-143 16-Sep-17 23,272 23,272 $ 168,392 - - 23,272 $ 7.235816-Sep-144 16-Sep-17 19,970 19,970 $ 223,498 - - 19,970 $11.191716-Sep-153 16-Sep-18 - 29,251 $ 244,843 - - 29,251 $ 8.370416-Sep-154 16-Sep-18 - 25,448 $ 322,788 - - 25,448 $12.6842

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1 Total Value at Grant = Fair Value per RSU multiplied by number of units granted.

2 Fair Value per RSU is estimated on the date of grant using a binomial lattice model that incorporates a Monte Carlosimulation for Relative TSR RSUs. For ROCE RSUs, the grant date fair value is our stock price on the date of grant. Forservice vesting RSUs, the fair value is our stock price on the date of grant, adjusted for the fair value of estimateddividends as the RSU holder is not entitled to dividends over the vesting period.

3 Relative TSR RSUs granted under the LTIP. These RSUs are subject to performance hurdles.

4 ROCE RSUs granted under the LTIP. These RSUs are subject to performance hurdles and/or application of negativediscretion.

5 Mr Gries was also granted a cash-settled award (equivalent to 11,164 units) on 16 September 2014. This cash-settledaward may vest based on the same vesting criteria as his relative TSR RSU grant and may only vest in the event that hisrelative TSR RSU grant vests in full. Upon vesting, the award will be settled in cash based on the number of units vestedand the fair market value of our shares of common stock as of the relevant vesting date.

6 Time vested RSUs granted under the 2001 JHI plc Equity Incentive Plan (“2001 Plan”).

Scorecard LTI

NameGrantDate

ReleaseDate

Holding at1 April 2015 Granted Vested1 Lapsed

Holding at30 April 2016

L Gries 14-Sep-12 14-Sep-15 320,531 320,531 (211,550) (108,981) -16-Sep-132 16-Sep-16 313,192 313,192 - - 313,19216-Sep-14 16-Sep-17 262,103 262,103 - - 262,10316-Sep-15 16-Sep-18 - 286,290 - - 286,290

M Marsh 16-Sep-132 16-Sep-16 35,360 35,360 - - 35,36016-Sep-14 16-Sep-17 37,443 37,443 - - 37,44316-Sep-15 16-Sep-18 - 64,415 - - 64,415

R Sullivan 14-Sep-12 14-Sep-15 8,272 8,272 (5,459) (2,813) -16-Sep-132 16-Sep-16 25,257 25,257 - - 25,25716-Sep-14 16-Sep-17 37,443 37,443 - - 37,44316-Sep-15 16-Sep-18 - 64,415 - - 64,415

M Fisher 14-Sep-12 14-Sep-15 36,189 36,189 (19,903) (16,286) -16-Sep-132 16-Sep-16 35,360 35,360 - - 35,36016-Sep-14 16-Sep-17 37,443 37,443 - - 37,44316-Sep-15 16-Sep-18 - 46,522 - - 46,522

J Blasko 14-Sep-12 14-Sep-15 25,849 25,849 (14,216) (11,633) -16-Sep-132 16-Sep-16 25,257 25,257 - - 25,25716-Sep-14 16-Sep-17 22,466 22,466 - - 22,46616-Sep-15 16-Sep-18 - 28,629 - - 28,629

1 Represents the number of Scorecard LTI awards vesting after the Remuneration Committee’s application of thescorecard in respect of fiscal years 2013-2015. A detailed assessment of the reasons for the scorecard ratings was setout in the fiscal year 2015 Remuneration Report.

2 Scorecard LTI awards in respect of fiscal years 2014-2016 will vest on 16 September 2016. A detailed assessment of theRemuneration Committee’s assessment of management’s performance is set out on page XX of this RemunerationReport.

REMUNERATION FOR NON-EXECUTIVE DIRECTORS

Fees paid to non-executive directors are determined by the Board, with the advice of theRemuneration Committee’s independent external remuneration advisers, within the maximum

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total amount of base and committee fees pool approved by shareholders from time-to-time.Shareholders at the 2014 AGM approved the current maximum aggregate base and committeefee pool of US$2.3 million per annum. No additional Board fees are paid to executive directors.

Remuneration Structure

Non-executive directors are paid a base fee for service on the Board. Additional fees are paid tothe person occupying the positions of Chairman, Deputy Chairman and Board CommitteeChairman, as well as for attendance at ad-hoc sub-committee meetings.

During fiscal year 2016, the Remuneration Committee reviewed non-executive directors’ fees,using market data and taking into consideration the level of fees paid to chairmen and directors ofcompanies with similar size, complexity of operations and responsibilities and workloadrequirements. The Remuneration Committee recommended an increase in the non-executivedirector base fee for calendar year 2016 and the fee increase was effective from the start of thecalendar year. The annual fee adjustment when calculated on a fiscal year basis equates to a10.1% increase in base fee.

The tax equalization allowance, incorporated in the US domiciled chairman, audit committee chairand remuneration committee chair fees for fiscal years 2014, 2015 and 2016, has beendiscontinued for fiscal year 2017. The purpose of this allowance was to compensate the USdomiciled directors for the reduction in net of tax compensation they received as a result of theCompany’s re-domicile from the Netherlands to Ireland and this arrangement was concluded infiscal year 2016.

PositionFiscal Year

2016 (US$)

Fiscal Year

2017 (US$)

Chairman 464,984 402,426Deputy Chairman 227,112 244,294Board member 170,184 187,366Audit Committee Chair 68,750 20,000Remuneration Committee Chair 68,750 20,000

N&GC Committee Chair 20,000 20,000

Ad-hoc Board sub-committee attendance 1 3,000 3,000

1 Fee is payable in respect of each ad-hoc Board sub-committee attended.

During fiscal year 2016, the Remuneration Committee approved a non-executive director taxequalization policy, in order to ensure that the Company continues to attract highly qualifiedpersons to serve on the Board irrespective of their tax residence. In accordance with the policy,the Company will ensure that each non-executive director does not have an increased income taxliability as a direct result of their appointment to the Board. Accordingly, if Irish income taxeslevied on their director compensation exceed net income taxes owed on such compensation intheir country of tax residence, assuming it had been derived solely in their country of taxresidence, such director is eligible to receive a tax equalization payment in respect of that excess.

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As the focus of the Board is on maintaining the Company’s long-term direction and well-being,there is no direct link between non-executive directors’ remuneration and the Company’s short-term results.

Board Accumulation Guidelines

Non-executive directors are encouraged to accumulate up to 1.5 times (and two times for theChairman) the base fee in shares of the Company’s common stock (either personally, in the nameof their spouse, or through a personal superannuation or pension plan). The RemunerationCommittee reviews the guidelines and non-executive directors’ shareholdings on a periodic basis.

Director Retirement Benefits

We do not provide any benefits for our non-executive directors upon termination of their serviceon the Board.

Total Remuneration for Non-Executive Directors for the Years Ended 31 March 2016 and 2015

The table below sets out the remuneration for those non-executive directors who served on theBoard during the fiscal years ended 31 March 2016 and 2015:

(US dollars)

Name

Primary

Directors’ Fees1Other Payments2 Other Benefits3 TOTAL

M Hammes

Fiscal Year 2016 473,984 96,047 16,740 586,771

Fiscal Year 2015 468,754 - 15,715 484,469

D McGauchie

Fiscal Year 2016 232,922 - 15,741 248,663

Fiscal Year 2015 237,335 - 23,444 260,779

B Anderson

Fiscal Year 2016 244,935 72,605 - 317,540

Fiscal Year 2015 238,199 - - 238,199

D Harrison

Fiscal Year 2016 238,934 49,308 7,307 295,549

Fiscal Year 2015 235,199 - 11,991 247,190

A Littley

Fiscal Year 2016 179,184 - - 179,184

Fiscal Year 2015 167,449 - - 167,449

J Osborne

Fiscal Year 2016 179,184 - - 179,184

Fiscal Year 2015 170,449 - - 170,449

R Van Der Meer

Fiscal Year 2016 188,847 - - 188,847

Fiscal Year 2015 161,449 - - 161,449

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Total Remuneration for Non-Executive Directors (continued)

(US dollars)

Name

Primary

Directors’ Fees1Other Payments2 Other Benefits3 TOTAL

R Chenu 4

Fiscal Year 2016 170,184 - - 170,184

Fiscal Year 2015 101,717 - 22,879 124,596

A Gisle Joosen5

Fiscal Year 2016 173,184 - - 173,184

Fiscal Year 2015 5,363 - - 5,363

Total Compensation for Non-Executive Directors

Fiscal Year 2016 2,081,358 217,960 39,788 2,339,106

Fiscal Year 2015 1,785,914 - 74,029 1,859,943

1 Amount includes base, Chairman, Deputy Chairman, Committee Chairman fees, as well as fees for attendance at adhoc sub-committee meetings.

2 Amount relates to a one-off payment to partially compensate non-executive directors who have received a reduction innet compensation following the Company’s re-domicile from the Netherlands to Ireland. The impact of the re-domicilemeant that US based non-executive directors incurred an increased income tax burden since the Irish tax rate issignificantly higher than the US tax rate. The Board deferred consideration of such tax equalization measure for theaffected non-executive directors until: (i) it fully understood the tax implications for the affected directors; and (ii) therewas a clear improvement in the US housing market and business results began to improve.

3 Amount includes the cost of non-executive directors’ fiscal compliance in Ireland and other costs connected with Board-related events paid for by the Company. In addition to these costs, travel and subsistence expenses incurred by non-executive directors in attending board meetings held in Ireland which are paid or reimbursed by the Company have,pursuant to a direction from the Irish Revenue Commissioners effective from February 2014, been grossed up andsubjected to Irish income taxes. The aggregate cost to the Company, including income taxes, for these costs in fiscalyear 2016 and 2015 were US$282,789 and US$447,355, respectively. New Irish tax legislation was enacted with effectfrom January 2016 that specifically exempts travel and subsistence expenses incurred by non-executive directors inattending board meetings from Irish income taxes.

4 Appointed to the Board on 15 August 2014. In addition to the compensation set forth above, Mr Chenu continues toreceive certain tax services from the Company, and remains eligible for certain tax equalization benefits relative to thevesting of previously granted equity awards, stemming from his prior service as an executive officer of the Company.

5 Appointed to the Board on 20 March 2015.

Director Remuneration for the years ended 31 March 2016 and 2015

For Irish reporting purposes, the breakdown of director’s remuneration between managerialservices (which only relate to Mr Gries) and director services is:

Years Ended 31 March(In US dollars) 2016 2015Managerial Services 1 $ 10,866,287 $ 11,577,188

Director Services 2 2,792,080 2,468,747

$ 13,658,367 $ 14,045,935

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1 Includes cash payments, non-cash benefits (examples include medical and life insurance benefits, car allowances,membership in executive wellness programs, financial planning and tax services), 401(k) benefits, and amountsexpensed for outstanding equity awards for L Gries.

2 Includes compensation for all non-executive directors, which includes base, Chairman, Deputy Chairman, CommitteeChairman and cost of non-employee directors’ fiscal compliance in Ireland, other costs connected with Board-relatedevents paid for by the Company, travel and subsistence expenses incurred by non-executive directors in attending boardmeetings held in Ireland paid or reimbursed by the Company which have, pursuant to a direction from the Irish RevenueCommissioners effective from February 2014, been grossed up and subjected to Irish income taxes and a proportion ofthe CEO’s remuneration paid as fees for his service on the JHI plc Board in fiscal years 2016 and 2015. New Irish taxlegislation was enacted with effect from January 2016 that specifically exempts travel and subsistence expenses incurredby non-executive directors in attending board meetings from Irish income taxes.

Share Ownership and Stock Based Compensation Arrangements

As of 30 April 2016 and 30 April 2015, the number of CUFS and RSUs beneficially owned bySenior Executive Officers is set forth below:

NameCUFS at30 April

2016

CUFS at30 April

2015

RSUs at30 April

2016

RSUs at30 April

2015

L Gries 454,334 522,278 1,960,484 2,161,187

M Marsh - - 316,103 193,029

R Sullivan 15,459 7,427 251,111 144,338

M Fisher 91,767 149,689 264,847 260,785

J Blasko 18,917 - 149,327 134,602

As of 30 April 2016 and 30 April 2015, the number of CUFS and RSUs beneficially owned by non-executive directors is set forth below:

NameCUFS at30 April

2016

CUFS at30 April

2015

M Hammes 1 44,109 40,462

D McGauchie 8,372 20,372

B Anderson 2 18,920 16,995

R Chenu 3 93,712 156,306

A Gisle Joosen 4 1,000 -

D Harrison 5 19,259 17,184

A Littley 6 2,045 -

J Osborne 7 11,951 11,951

R van der Meer 17,290 17,290

1 35,109 CUFS held in the name of Mr and Mrs Hammes and 9,000 CUFS held as American Depositary Shares (“ADSs”)in the name of Mr and Mrs Hammes.

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2 7,635 CUFS held in the name of Mr Anderson, 390 CUFS held as ADSs in the name of Mr Anderson and 10,895 CUFSheld as ADSs in the name of Mr and Mrs Anderson.

3 Appointed to the Board on 15 August 2014. Mr Chenu also holds 32,306 RSUs as of 30 April 2016, over which he hasno voting or investment control. These RSUs were previously granted to Mr Chenu during the term of his prior serviceas an executive officer of the Company. The vesting of these RSUs remains subject to the achievement of applicableperformance criteria, as set forth under the terms of the applicable award agreement.

4 Appointed to the Board on 20 March 2015.

5 2,384 CUFS held in the name of Mr Harrison, 1,000 CUFS held as ADSs in the name of Mr Harrison and 15,875 CUFSheld in the name of Mr and Mrs Harrison.

6 2,045 CUFS held as ADSs in the name of Ms Littley.

7 2,551 CUFS held in the name of Mr Osborne and 9,400 CUFS held in the name of Aurum Nominees Limited and heldon behalf of Mr Osborne as beneficial owner.

Based on 445,580,065 shares of common stock outstanding at 30 April 2016 (all of which aresubject to CUFS), no director or Senior Executive Officer beneficially owned 1% or more of theoutstanding shares of the Company at 30 April 2016 and none of the shares held by directors orSenior Executive Officers have any special voting rights. As of 30 April 2016, there were nooptions outstanding under any of the Company’s stock-based compensation arrangements.Individual’s holding RSUs have no voting or investment power over these units.

Stock-Based Compensation Arrangements

At 31 March 2016, we had the following equity award plans:• the LTIP; and• the 2001 Plan.

LTIP

The Company uses the LTIP as the plan for LTI grants to Senior Executive Officers and selectedmembers of executive management. Participants in the LTIP receive grants of RSUs andScorecard LTI, each of which is subject to performance goals. Participants and award levels areapproved by the Remuneration Committee based on local market standards, and the individual’sresponsibility, performance and potential to enhance shareholder value. The LTIP was firstapproved at our 2006 AGM, and our shareholders have subsequently approved amendments tothe LTIP in 2008, 2009, 2010, 2012 and 2015.

The LTIP provides for plan participants’ early exercise of certain benefits or early payout under theplan in the event of a “change in control,” takeover by certain organizations or liquidation. ForRSUs, a “change of control” is deemed to occur if (1) a takeover bid is made to acquire all of theshares of the Company and it is recommended by the Board or becomes unconditional, (2) atransaction is announced which would result in one person owning all the issued shares in theCompany, (3) a person owns or controls sufficient shares to enable them to influence thecomposition of the Board, or (4) a similar transaction occurs which the Board determines to be acontrol event. On a change of control, the Board can determine that all or some RSUs havevested on any conditions it determines, any remaining RSUs lapse.

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RSUs - From fiscal year 2009, the Company commenced using RSUs granted under the LTIP.RSUs issued under the LTIP are unfunded and unsecured contractual entitlements and generallyprovide for settlement in shares of our common stock, subject to performance vesting hurdlesprior to vesting. Additionally, the Company has on occasion issued a small number of cash settledawards.

As of 31 March 2016, there were 3,347,644 RSUs outstanding under the LTIP, divided as follows:


GrantType

Grant Date GrantedVested as of

31 March 2016

Outstandingas of 31 March

2016

TSR September 2011 954,705 445,833 389,575

TSR September 2012 432,654 306,214 91,474

TSR September 2013 489,888 - 477,297

ROCE September 2013 461,019 - 443,059

TSR September 2014 459,317 - 459,317

ROCE September 2014 403,716 - 403,716

TSR September 2015 579,262 - 579,262

ROCE September 2015 503,944 - 503,944

Total Outstanding 3,347,644

Scorecard LTI - From fiscal year 2010, the Company commenced using Scorecard LTI unitsgranted under the LTIP. The Scorecard LTI is used by the Remuneration Committee to setstrategic objectives which change from year to year, and for which performance can only beassessed over a period of time. The vesting of Scorecard LTI units is subject to the RemunerationCommittee’s exercise of negative discretion. The cash payment paid to award recipients is basedon JHI plc’s share price on the vesting date (which was amended from fiscal year 2012 to bebased on a 20 trading-day closing average price).

As of 31 March 2016, there were 1,519,556 Scorecard LTI units outstanding under the LTIP,divided as follows:

GrantType


31 March 2016


2016

Scorecard September 2013 518,647 - 498,441



Total Outstanding 1,519,556

For additional information regarding the LTIP and award grants made thereunder, see Note 16 toour consolidated financial statements.

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2001 Plan

The 2001 Plan is intended to promote the Company’s long-term financial interests by encouragingmanagement below the senior executive level to acquire an ownership position in the Companyand align their interests with our shareholders. Selected employees under the 2001 Plan areeligible to receive awards in the form of RSUs, nonqualified stock options, performance awards,restricted stock grants, stock appreciation rights, dividend equivalent rights, phantom stock orother stock-based benefits. Award levels are determined based on the RemunerationCommittee’s review of local market standards and the individual’s responsibility, performance andpotential to enhance shareholder value.

The 2001 Plan was first approved by our shareholders and Board in 2001 and reapproved tocontinue until September 2021 at the 2011 AGM. An aggregate of 45,077,100 shares of commonstock were made available for issuance under the 2001 Plan, subject to adjustment in the event ofa number of prescribed events set out on the 2001 Plan. All of the outstanding options and RSUsgranted under the 2001 Plan vest at the rate of 25% on the 1st anniversary of the grant, 25% onthe 2nd anniversary date and 50% on the 3rd anniversary date, with the exception of the16 September 2013 grant to the CFO which cliff vests on the third anniversary of the grant date.

The 2001 Plan is administered by our Remuneration Committee, and the RemunerationCommittee or its delegate is authorized to determine: (i) who may participate in the 2001 Plan;(ii) the number and types of awards made to each participant; and (iii) the terms, conditions andlimitations applicable to each award. The Remuneration Committee has the exclusive power tointerpret and adopt rules and regulations to administer the 2001 Plan, including a limited power toamend, modify or terminate the 2001 Plan to meet any changes in legal requirements or for anyother purpose permitted by law.

The purchase or exercise price of any award granted under the 2001 Plan may be paid in cash orother consideration at the discretion of our Remuneration Committee, including cashlessexercises.

The exercise price for all options is the market value of the shares on the date of grant. TheCompany may not reduce the exercise price of such an option or exchange such an option orstock appreciation right for cash, or other awards or a new option at a reduced exercise pricewithout shareholder approval or as permitted under specific restructuring events.

No unexercised options or unvested RSUs issued under the 2001 Plan are entitled to dividends ordividend equivalent rights.

Although the 2001 Plan permits the Remuneration Committee to grant stock options, performanceawards, restricted stock awards, stock appreciation rights, dividend equivalent rights or otherstock based benefits; however, no such awards are currently outstanding.

The 2001 Plan provides for the automatic acceleration of certain benefits and the termination ofthe plan under certain circumstances in the event of a “change in control.” A change in control willbe deemed to have occurred if either (1) any person or group acquires beneficial ownershipequivalent to 30% of our voting securities, (2) individuals who are currently members of our Board

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cease to constitute at least a majority of the members of our Board, or (3) there occurs theconsummation of certain mergers (other than a merger that results in existing voting securitiescontinuing to represent more than 5% of the voting power of the merged entity or arecapitalization or reincorporation that does not result in a material change in the beneficialownership of the voting securities of the Company), the sale of substantially all of our assets orour complete liquidation or dissolution.

Options—Until fiscal year 2008, the Company issued options to purchase shares of our commonstock issued under the 2001 Plan. As of 31 March 2016, there were 104,027 options outstandingunder the 2001 Plan, divided as follows:

Options

Grant Date GrantedOutstanding

as of 31 March2016

November 2006 3,499,490 43,500

December 2007 5,031,310 60,527

Total Outstanding 104,027

RSUs—Since fiscal year 2009, the Company has issued restricted stock units under the 2001plan, which are unfunded and unsecured contractual entitlements for shares to be issued in thefuture and may be subject to time vesting or performance hurdles prior to vesting. On vesting,restricted stock units convert into shares. We granted 327,354, 329,192 and 315,749 restrictedstock units under the 2001 Plan in the years ended 31 March 2016, 2015 and 2014, respectively.Additionally, the Company has on occasion issued a small number of cash settled awards. As of31 March 2016, there were 701,810 restricted stock units outstanding under this plan, divided asfollows:



31 March 2016


2016

September 2013 56,128 - 56,128

December 2013 259,621 114,253 102,462

December 2014 329,192 78,054 223,117

December 2015 327,354 111 320,103

Total Outstanding 701,810

For additional information regarding the 2001 Plan and award grants made thereunder, see Note16 to our consolidated financial statements.F

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CORPORATE GOVERNANCE REPORT

Corporate Governance Statement

The Company believes strong corporate governance is essential to achieving both its short andlong-term performance goals and to maintaining the trust and confidence of investors, employees,regulatory agencies and other stakeholders. The Board follows, both formally and informally,corporate governance principles designed to assure that the Board, through its membership,composition, Board committee structure and governance practices, is able to provide informed,competent and independent guidance and oversight and thereby promote long- term shareholdervalue. This Corporate Governance Statement (this “Statement”) describes the key aspects of theCompany’s corporate governance framework.

During fiscal year 2016, the Board evaluated the Company’s corporate governance frameworkand practices and approved this Corporate Governance Statement. This Corporate GovernanceStatement is current as at 19 May 2016.

Overall Approach to Corporate Governance

The Company operates under the regulatory requirements of numerous jurisdictions, includingthose of its corporate domicile (Ireland) and its principal stock exchange listings (Australia and theUnited States). In presenting this Statement, the Board has evaluated the Company’s corporategovernance framework in relation to the ASX Corporate Governance Council’s CorporateGovernance Principles and Recommendations (3rd Edition) (the “ASX Principles”), as well as theNYSE Corporate Governance Standards (the “NYSE Standards”).

ASX Principles

Pursuant to ASX Listing Rule 4.10.3, the Company is required to disclose in this Annual Reportthe extent to which it has followed the ASX Principles for fiscal year 2016 and must identify anyareas where the Company has determined not to follow the ASX Principles and provide thereasons for not following them.

NYSE Standards

As a foreign private issuer with ADS listed on the NYSE, the Company is required to disclose inthis Annual Report any significant ways in which its corporate governance practices differ fromthose followed by domestic companies under NYSE listing standards. Based on the requirementsof the NYSE Standards, the Company believes that its corporate governance framework andpractices were consistent with the NYSE Standards during fiscal year 2016, except as otherwisenoted below:

• Generally, in the United States an audit committee of a public company is directlyresponsible for appointing the company’s independent registered public accounting firm,with such appointment being subsequently ratified by shareholders. Under Irish law, theindependent registered public accounting firm is directly appointed by the shareholderswhere there is a new appointment. Otherwise, the appointment is deemed to continueunless the firm retires, is asked to retire or is unable to perform their duties; and

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• NYSE rules require each issuer to have an audit committee, a compensation committee(equivalent to a remuneration committee) and a nominating committee composed entirelyof independent directors. As a foreign private issuer, the Company does not have tocomply with this requirement; however, the Board committee charters reflect Australianand Irish practices, in that such Board committees have a majority of independentdirectors, unless a higher number is mandatory.

Availability of Key Governance Documents

This Statement, as well as the Company’s Constitution, Board committee charters and the otherkey governance and corporate policies referenced in this Statement, as updated from time to time,are available in the Corporate Governance section of the Company’s investor relations website(www.ir.jameshardie.com.au) or by requesting a copy from the Company Secretary at theCompany’s corporate headquarters, Europa House, 2nd Floor, Harcourt Centre, Harcourt Street,Dublin 2.

The Board committee charters and other key governance and corporate policies referenced in thisStatement were reviewed by the Board during fiscal year 2016.

Discussion of Corporate Governance Framework and Practices

The following discussion of the Company’s corporate governance framework and practicesincorporates the disclosures required by the ASX Principles, and generally follows the order of theASX Principles.

Principle 1: Lay Solid Foundations for Management and Oversight

The Role of the Board and Management

The principal role of the Board is to promote and protect shareholder value by providing strategicguidance to management and overseeing management’s implementation of the Company’sstrategic goals and objectives. On an annual basis, the Board reviews the Company’s strategicpriorities with management, including the Company’s business plan, and leads discussions onexecution strategy, including budgetary considerations, to ensure that the Company has theappropriate resources to deliver the agreed strategy. The Board also monitors management,operational and financial performance against the Company’s goals on an ongoing basis throughthe year. To enable it to do this, the Board receives operational and financial updates at everyscheduled Board meeting.

Given the size of the Company, it is not possible or appropriate for the Board to be involved inmanaging the Company’s day-to-day activities. However, the Board is accountable toshareholders by whom they are elected for delivering long-term shareholder value. To achievethis, the Board ensures that the Company has in place a framework of controls, which enablesmanagement to appraise and manage risk effectively with oversight from the Board, through clearand robust procedures and delegated authorities.

In accordance with the provisions of the Company’s Constitution, the Board committee chartersand other applicable governance and corporate policies, the Board has delegated a number of

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powers to Board committees and responsibility for the day-to-day management of the Company’saffairs and the implementation of corporate strategy to the CEO. The responsibilities delegated tothe CEO are established by the Board and include limits on the way in which the CEO canexercise such authority. In addition, the Board has also reserved certain matters to itself fordecision, including:

• appointing, removing and assessing the performance and remuneration of the CEO andCFO;

• succession planning for the Board and senior management and defining the Company’smanagement structure and responsibilities;

• approving the overall strategy for the Company, including the business plan and annualoperating and capital expenditure budgets;

• ensuring that the Company has in place an appropriate risk management framework andthat the risk appetite and tolerances are set at an appropriate level;

• convening and monitoring the operation of shareholder meetings and approving mattersto be submitted to shareholders for their consideration;

• approving annual and periodic reports, results announcements and related mediareleases, and notices of shareholder meetings;

• approving the dividend policy and interim dividends and, when appropriate, makingrecommendations to shareholders regarding the annual dividend;

• reviewing the authority levels of the CEO and management;• approving the remuneration framework for the Company;• overseeing corporate governance matters for the Company;• approving corporate-level Company policies;• considering management’s recommendations on various matters which are above the

authority levels delegated to the CEO or management; and• any other matter which the Board considers appropriate to be approved by the Board.

In discharging its duties, the Board aims to take into account, within the context of the industry inwhich the Company operates, the interests of the Company (including the interests of itsemployees), shareholders, and other stakeholders, and where possible, aligns its activities withcurrent best practices in the jurisdictions in which the Company operates.

The full list of those matters reserved to the Board is formalized in our Board Charter. The BoardCharter is available in the Corporate Governance section of our investor relations website(www.ir.jameshardie.com.au).

Board Committees

In order to ensure that the Board properly discharges its responsibilities and fulfills its oversightrole, the Board has established the following standing Board committees:

• Audit Committee;• Remuneration Committee; and• Nominating and Governance Committee.

Additionally, from time to time, the Board may establish ad hoc Board committees to addressparticular matters. Each standing Board committee meets at least quarterly and has scheduled anannual calendar of meetings and discussion topics to assist it to properly discharge all of its

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responsibilities. Each Board committee Chairman reports to the Board at each scheduled Boardmeeting on their activities.

Each of the standing Board committees operates under a written charter adopted by the Board.On an annual basis, each committee, with the assistance of the Nominating and GovernanceCommittee, undertakes a review of its charter for consistency with applicable regulatoryrequirements and current corporate governance principles and practices. Each of the standingBoard committee charters is available on the Corporate Governance section of the Company’sinvestor relations website (www.ir.jameshardie.com.au).

Full discussions of the role and oversight responsibilities for each standing committee areprovided below under Principle 2 (Nominating and Governance Committee), Principle 4 (AuditCommittee) and Principle 8 (Remuneration Committee).

Board and Board Committee Meetings

The Board and each of the standing Board committees meet formally at least four times a yearand on an ad hoc basis as deemed necessary or appropriate. Scheduled Board meetings arenormally held over a period of one or two days, with Board committee meetings also taking placeduring such time. This meeting structure enhances the effectiveness of the Board and the Boardcommittees. Board and Board committee meetings are generally held at the Company’s corporateheadquarters in Ireland. At each scheduled meeting, the Board meets in executive sessionwithout management present for at least part of the meeting.

Prior to each scheduled Board or Board committee meeting, directors are provided timely andnecessary information by Company management to allow them to fulfill their duties. TheNominating and Governance Committee periodically reviews the format, timeliness and content ofinformation provided to the Board and Board committees. All directors receive access to all Boardcommittee materials and may attend any Board committee meeting, whether or not they aremembers of such committee. Directors also receive the minutes of each committee’s deliberationsand findings, as well as oral reports from each Board committee Chairman, at each scheduledBoard meeting.

In discharging their duties, directors are provided with direct access to executive managementand outside advisors and auditors.

The Board has regular discussions with the CEO and executive management regarding theCompany’s strategy and performance, during which Board members formally review theCompany’s progress. During the year, the Board and each Board committee develop and reviewan annual work plan created from the standing Board committee charters so that responsibilitiesof each Board committee are addressed at appropriate times throughout the year.F

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The following table provides the composition of each standing Board committee during fiscal year2016, as well as sets out the number of Board and Board committee meetings held, and eachdirector’s attendance:

Board Audit Remuneration Nominating &Governance

Name H A Member H A Member H A Member H A

M Hammes 4 4 Š 4 4 Š 5 5 Š 4 4

D McGauchie 4 4 Š 4 4

B Anderson 4 4 C 4 4 Š 5 5

R Chenu 4 4 Š 5 5 Š 2 2

D Harrison 4 4 Š 4 4 C 5 5

A Gisle Joosen 4 4 Š 4 4

A Littley 4 4 Š 4 4 Š 5 5

J Osborne 4 4 Š 4 4

R van der Meer 4 4 C 4 4

Š Board Committee memberC Board Committee chairH Number of meetings held during the time the director held office or was a member of the Board committee during the

fiscal year.A Number of meetings attended during the time the director held office or was a member of the Board committee during

the fiscal year. Non-committee members may also attend Board committee meetings from time to time; theseattendances are not shown.

Company Secretary

The Company Secretary is accountable to the Board through the Chairman on all matters relativeto the proper functioning of the Board. The Company Secretary is also responsible for ensuringthat Board procedures are complied with. All directors have access to the Company Secretary foradvice and services. The Board appoints and removes the Company Secretary.

Evaluation of Director Candidates

Before appointing a director or nominating a candidate to shareholders for election as a director,the Company undertakes background checks including checks as to the candidate’s education,experience, criminal history and bankruptcy. To facilitate shareholders making an informeddecision on whether or not to elect or re-elect a director, the Board details in the Notice of Meetingall material information it possesses relevant to the decision.

Agreements with Directors and Senior Executives

Each incoming director receives a letter of appointment setting out the key terms and conditions of hisor her appointment and the Company’s expectations of them in that role. No benefits are provided toour non-executive directors upon termination of appointment. The Company has executiveagreements in place with certain senior executives where it is in the Company’s strategic interest.Certain senior executives have more specific written agreements and details of such agreements canbe found in the Company’s Remuneration Report contained in “Section 1 – Remuneration.”

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Management Performance Evaluations

On an annual basis, the Remuneration Committee, and subsequently the Board review theperformance of the CEO against performance measures approved by the Board andRemuneration Committee. The CEO annually reviews the performance of each of the CEO’sdirect reports, assessing their performance against performance measures approved by theRemuneration Committee and the Board and reports to the Board through the RemunerationCommittee on the outcome of those reviews. Performance evaluations for fiscal year 2016 wereconducted in accordance with the process outlined above in April 2016 and May 2016. Furtherdetails on the assessment criteria for the CEO and other senior executive officers are set out in“Section 1 – Remuneration.”

Board Performance Evaluation

The Nominating and Governance Committee oversees the Board evaluation process and makesrecommendations to the Board. During fiscal year 2016, the process, which was undertaken inFebruary and March 2016, involved completion of a purpose-designed survey by each directorand a private discussion between the Chairman and each director, and the results were reviewedand discussed by the Nominating and Governance Committee and the Board.

The Deputy Chairman discussed with the Board, the Chairman’s performance and contribution tothe effectiveness of the Board.

Workplace Diversity

The Company recognizes the value of having a workforce that reflects the diverse communitiesand marketplaces in which we operate and serve. The Company believes that a skilled anddiverse workforce, which encompasses a wealth of different viewpoints, skills, attributes, and lifeexperiences, along with the unique strengths of each employee, contribute to the businessperformance at the Company.

The Company has implemented a Workplace Diversity Policy that reflects a broader view ofdiversity than those covered by the ASX Principles and supports certain of our core organizationalvalues, including Operating with Respect and Building Organizational Advantage. The policy,which is located in the Corporate Governance section of the Company’s investor relations website(www.ir.jameshardie.com.au), applies to all individuals recruited or employed by the Companyand reflects the organization’s inclusive view of diversity, which includes individual differencesrelated to race, gender, age, national origin, religion, sexual orientation or disability.

The Board, with assistance from management, is responsible for approving and monitoring theCompany’s diversity policy and measurable objectives in the context of the Company’s uniquecircumstances and industry. The Board assesses the policy and objectives annually and theCompany’s progress in achieving them.

The Board has delegated responsibility to the Nominating and Governance Committee formonitoring the effectiveness of this policy to the extent it relates to diversity of the Board’scomposition, senior leadership, management, and the organization as a whole and for reviewingand recommending any updates to this policy, as deemed necessary.

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Details of diversity composition across various levels of the organization at the end of fiscal year2016 are set out below:

LevelPercentage of female

employeesPercentage of employees with

diversity characteristics

James Hardie Board1 22% (2 of 9) 33% (3 of 9)

US BUSINESS 2

Senior leadership positions3 12% (16 of 132) 28% (37 of 132)

All management positions 15% (52 of 340) 33% (111 of 340)

Total workforce 12% (264 of 2,285) 35% (791 of 2,285)

NON-US BUSINESSES 4

Senior leadership positions 16% (5 of 32)

All management positions 19% (24 of 124)

Total workforce 18% (179 of 1,002)

1 Includes gender and race diversity characteristics for Board.2 Includes US employees with diversity characteristics including gender, race or national origin.3 Senior Leaders are defined as individuals at senior manager and director level and above who participate in JHI plc’s

Company and Individual Performance (CIP) Plan.4 Race/national origin diversity characteristics vary between countries and are therefore not captured in aggregate for

Non-US Businesses.

The Board has a goal to maintain:• diversity characteristics in excess of 30%; and• women in excess of 20% among non-executive directors.

With regard to the Company’s senior leadership, management, and the organization as a whole,the following table outlines the organization’s five primary objectives in promoting diversity duringfiscal year 2016, the actions in place or undertaken to achieve these objectives, and the progressmade against these objectives during fiscal year 2016.

Objectives Fiscal year 2015 actions FY2016 and FY2017 plans

To promote a culture ofdiversity (which includesgender, skills, experience, andcultural background)

• All U.S. employees were registered for anew anti-discrimination and harassmenttraining in early December 2014 with a 99%completion rate.• All global employees were registered forCode of Conduct and Business Ethicstraining in FY15 with an 84% completion rate.

• We re-administered Code of Conduct andBusiness Ethics training in March 2016.• In FY17, all employees will be required tocomplete the e-module: Diversity: Skills forCollaboration.

To ensure that recruitment andselection processes are basedon merit

• In FY15, the structured interviewevaluation process used in sales wasexpanded for salaried manufacturing andcorporate applicants.

• MBA Leadership Program recruiting,targeted to bring future general managementtalent into the organization, has resulted in20 hires since its inception in 2011, with 20%female and 55% non-Caucasian hires.

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Objectives Fiscal year 2015 actions FY2016 and FY2017 plans

To provide talent managementand development opportunitieswhich provide equalopportunities for all currentemployees

• Individual development plans were wellintegrated into the review process.• Between January 2014 and January 2015,47 employees were offered new roles/promotions as a result of the internal postingand interviewing process. Of these, 15 werewomen (32%), and 17 (36%) were non-Caucasian.• In FY15, based on the quantitative testingfor high potential talent, we have a seniormanagement development program whereby20% of the participants were female and 20%were non-Caucasian.

• We increased our internal postingconsistency across divisions, as a resultbetween January 2015 and January 2016,128 employees were offered new roles/promotions. Of these, 31 were women (24%),with 10 of the 31 (32%) both women and non-Caucasian; 32 (25%) were non-Caucasian.• Beginning in April 2016, we commenced asecond group of high potentials through oursenior management development program.For this second group, 11% are female and21% are non-Caucasian.• In FY17, we will put in place additionalstructures to support diversity, includingwomen’s engagement forum anddevelopment support, as needed, for non-native English speakers.

To reward and remunerate fairly • No change in reward and remunerationprograms noted in FY15.• The organization communicated paygrades and criteria for promotion across thesales departments to help ensure there is nodiscrepancy in pay by role.• Hourly manufacturing wages were tied tocompleted certifications. All employees areprovided access to training to completecertifications.

• As part of the California Fair Pay Act,management is conducting a review ofCalifornia employees for disparate paytreatment.

To provide flexible workpractices

• Flexible working arrangements arediscussed with each employee and individualarrangements are offered as jobrequirements permit.

No change.

Principle 2: Structure the Board to Add Value

Composition of the Board

The Board currently comprises nine non-executive directors and one executive director (being theCEO). In accordance with the Company’s Constitution, the Board must have no less than threeand not more than twelve directors, with the precise number to be determined by the Board.

Directors may be elected by our shareholders at general meetings or appointed by the Board andelected at the next general meeting if there is a vacancy. A person appointed as a director by theBoard must submit him or herself for re-election at the next AGM. The Board and ourshareholders have the right to nominate candidates for the Board. Directors may be dismissed byour shareholders at a general meeting. In accordance with the Company’s Constitution and theASX Listing Rules, no director (other than the CEO) shall hold office for a continuous period ofmore than three years without being re-elected by shareholders at an AGM. The Company’sConstitution provides that at each AGM, one-third of the directors (excluding the CEO) must retireand, if eligible, may offer themselves for re-election.

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The Board’s overriding desire is to maximize its effectiveness by appointing the best candidatesfor vacancies and closely reviewing the performance of directors subject to re-election. Directorsare not automatically nominated for re-election at the end of their term. Nomination for re-electionis based on a number of factors, including an assessment of their individual performance,independence, tenure, and their skills and experience relative to the needs of the Company. TheNominating and Governance Committee and the Board discuss the performance of each directordue to stand for re-election at the next AGM before deciding whether to recommend their re-election.

As part of the appointment process, the Nominating and Governance Committee, in consultationwith the Board, considers the size and composition of the Board, the current range of skills,competencies and experience and the desired range of skills, as well as Board renewal,succession and diversity plans. The Nominating and Governance Committee identifies suitablecandidates, with assistance from an external consultant, where appropriate, and a number ofdirectors meet with those candidates before the Board selects the most suitable candidate, basedon a recommendation from the Nominating and Governance Committee.

Director Independence

In accordance with the ASX Principles and the NYSE Standards, the Company requires that amajority of directors on the Board and the Board committees, as well as the Chairman of theBoard and each committee, be independent, unless a greater number is required to beindependent under the rules and regulations of the ASX, the NYSE or other applicable regulatorybody.

All directors are expected to bring their independent views and judgment to the Board and Boardcommittees and must declare any potential or actual conflicts of interest. For a director to beconsidered independent, the Board must determine the director does not have any direct orindirect business or other relationship that could materially interfere with such director’s exerciseof independent judgment. In assessing the independence of each director, the Board considersthe standards for determining director independence set forth in the ASX Principles and the NYSEStandards and evaluates all potential conflicting relationships on a case-by-case basis,considering the materiality of each potential or actual conflict of interest.

During fiscal year 2016, the Board, with the assistance of the Nominating and GovernanceCommittee, undertook an independence assessment of each director. The Board determined that,with the exception of Louis Gries, as CEO of the Company, and Russell Chenu, each of MichaelHammes, Donald McGauchie, Brian Anderson, Andrea Gisle Joosen, David Harrison, AlisonLittley, James Osborne and Rudolph van der Meer is independent. Mr Chenu is not consideredindependent, based upon the nature of his previous employment as CFO of the Company.

Prior to determining the independence of Brian Anderson, the Board considered his role as adirector of PulteGroup, a home builder in the United States. PulteGroup does not buy any of theCompany’s products directly from the Company, although it does buy the Company’s productsthrough some of the Company’s customers. PulteGroup receives a rebate from the Company orthe Company’s suppliers in respect of some of its purchases in accordance with a rebate programapplicable to similar home builders. These transactions are conducted on an arm’s length basis,

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are similar to the transactions the Company has entered into with other similarly situated homebuilders, are in accordance with the Company’s normal terms and conditions and are not materialto PulteGroup or to the Company. The rebate program existed and was disclosed to the Boardbefore Mr Anderson became a director. It is not considered that Mr Anderson has any influenceover these transactions.

The Board believes that, notwithstanding the length of Mr McGauchie’s tenure, he remainsindependent in character and judgment and has not formed an association with management thatcould interfere with his ability to exercise independent judgment.

Director Qualifications and Board Diversity

The Board seeks to achieve a mix of skills, experience and expertise to maximize theeffectiveness of the Board and utilizes a skills matrix in reviewing Board composition and insuccession planning. The following lists the mix of skills, experience and diversity the Board hasand is looking to achieve, taking into consideration the strategic objectives of the Company.

Key Board Skills and Experience

Executive Leadership Board Experience Succession Planning Governance

Strategy Financial Acumen Corporate Finance Risk Management

Global Experience Health, Safety andEnvironmental

ExecutiveRemuneration Manufacturing

Market Experience

Information regarding Board diversity can be found in “Workplace Diversity” section above.

Directors must be able to devote a sufficient amount of time to prepare for, and effectivelyparticipate in, Board and Board committee meetings. The Nominating and GovernanceCommittee reviews the other commitments of directors annually and otherwise, as required. Infiscal year 2016, as part of the review, the Nominating and Governance Committee noted that MrAnderson serves on a total of four public company audit committees (including the Company’sAudit Committee). The Board has determined that such simultaneous service does not impair theability of Mr Anderson to effectively serve as chairman of the Company’s Audit Committee.

Biographical information for each member of the Board, along with the skills, qualifications,experience and relevant expertise for each director, and his or her date and term of appointment,are summarized in the Board biography section of this Annual Report and also appear in theCorporate Governance section of the Company’s investor relations website(www.ir.jameshardie.com.au).

Nominating and Governance Committee

The Board has established the Nominating and Governance Committee to identify andrecommend to the Board individuals qualified to become members of the Board, develop andrecommend to the Board a set of corporate governance principles, and perform a leadership role

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in shaping the Company’s corporate governance policies. The duties and responsibilities of theNominating and Governance Committee include:

• identifying and recommending to the Board individuals qualified to become directors;• overseeing the evaluation of the Board and senior management;• assessing the independence of each director;• reviewing the conduct of the AGM; and• performing a leadership role in shaping the Company’s corporate governance policies.

A more complete description of these and other Nominating and Governance Committeefunctions is contained in the Nominating and Governance Committee’s Charter, a copy of which isavailable in the Corporate Governance section of the Company’s investor relations website(www.ir.jameshardie.com.au).

The current members of the Nominating and Governance Committee are Rudolf van der Meer(Chairman), Russell Chenu, Michael Hammes, Donald McGauchie and James Osborne, themajority of whom are independent non-executive directors.

Succession Planning

The Board, together with the Nominating and Governance Committee, has developed, andperiodically reviews with the CEO, management succession plans, policies and procedures for theCEO and certain other members of executive management.

Retirement and Tenure Policy

The Company does not have a retirement and tenure policy. The length of tenure of individualdirectors is one of many factors considered by the Board when assessing the independence,performance and contribution of a director, in succession planning, and as part of the Board’sdecision-making process when considering whether a director should be recommended by theBoard for re-election.

Related Party Transactions

Other than the compensation arrangements with our executive officers and directors, which aredisclosed in “Section 1 – Remuneration” of this Annual Report, the Company has not entered intoany related party transactions requiring disclosure during fiscal year 2016.

Induction and Continuing Development

The Company has an induction program for new directors. This program includes an overview ofthe Company’s governance arrangements and directors’ duties in Ireland, the United States andAustralia, plant and market tours to understand the Company’s strategic plans and impart relevantindustry knowledge, briefings on the Company’s risk management and control framework,financial results and key risks and issues, and meeting other directors, the CEO and members ofmanagement. New directors are also provided with comprehensive orientation materials includingrelevant corporate documents and policies.

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In addition, the Company regularly schedules time at Board meetings to develop the Board’sunderstanding of the Company’s operations and regulatory environment, including updates ontopical developments from management and external experts.

Board Leadership Structure

In an effort to promote the efficient undertaking of its roles and responsibilities, the Board hasappointed one of its independent, non-executive members, Michael Hammes, as Chairman. In hisrole as Chairman, Mr Hammes co-ordinates the Board’s duties and responsibilities and acts as anactive liaison between management and the Company’s non-executive directors, maintainingfrequent contact with the CEO and being advised generally on the progress of Board and Boardcommittee meetings. In his role as Chairman, Mr Hammes also:

• provides leadership to the Board;• chairs Board and shareholder meetings;• facilitates Board discussion;• monitors, evaluates and assesses the performance of the Board and Board committees;

and• is a member of and attends meetings of all Board committees.

The Board has appointed Donald McGauchie as the Deputy Chairman to help assist Mr Hammesin his role as Chairman and fulfill the obligations of the Chairman in his absence.

Remuneration

For a detailed discussion of the Company’s remuneration policies for directors and executives,and the link between remuneration and overall corporate performance, see “Section 1 –Remuneration” of this Annual Report.

Board Accumulation Guidelines

Non-executive directors are encouraged to accumulate up to 1.5 times (and 2 times for theChairman) the base Board member fee) in the Company’s shares (either personally, in the nameof their spouse, or through a personal superannuation or pension plan) over a reasonable timefollowing their appointment. The Remuneration Committee reviews the guidelines and non-executive directors’ share holdings on a periodic basis.

Independent Advice and Access to Information

In addition to their access to the Company Secretary and senior management, the Board, theBoard committees and individual directors may all seek independent professional advice at theCompany’s expense for the proper performance of their duties.

Indemnification

The Company’s Constitution provides for indemnification of any person who is (or who was) adirector, the Company Secretary, or an employee or any other person deemed by the Board to bean agent of the Company, who suffers any loss as a result of any action in discharge of their

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duties, in the absence of a willful act or default and subject to the provisions of the IrishCompanies Acts.

The Company and certain of its subsidiaries have provided Deeds of Access, Insurance andIndemnity to directors and executives who are directors or officers of the Company or itssubsidiaries.

Principle 3: Act Ethically and Responsibly

Global Code of Business Conduct

The Company seeks to maintain high standards of integrity and is committed to ensuring that theCompany conducts its business in accordance with high standards of ethical behavior. TheCompany requires its employees to comply with both the spirit and the letter of all laws and otherstatutory requirements governing the conduct of the Company’s activities in each country in whichwe operate. The Company has adopted a Global Code of Business Conduct (the “Code ofConduct”) which applies to all of the Company’s employees and directors. The Code of Conductcovers many aspects of corporate policy and addresses compliance with legal and otherresponsibilities to stakeholders. All directors and employees of the Company worldwide arerequired to review the Code of Conduct on an annual basis. As part of its oversight functions, theAudit Committee oversees the Code of Conduct and reviews the policy on an annual basis. Acopy of the Code of Conduct is available in the Corporate Governance section of the Company’sinvestor relations website (www.ir.jameshardie.com.au).

The Company did not grant any waivers from the provisions of the Code of Conduct during fiscalyear 2016.

Complaints/Ethics Hotline

The Code of Conduct provides employees with advice about who they should contact if they haveinformation or questions regarding potential violations of the policy. Globally, the Companymaintains an ethics hotline operated telephonically (except in France) by an independent externalprovider which allows employees to report anonymously any concerns. All Company employeesworldwide are reminded annually of the existence of the ethics hotline.

All complaints, whether to the ethics hotline or otherwise, are initially reported directly to theGeneral Counsel and Chief Compliance Officer, US Employment Counsel and the Director ofInternal Audit (except in cases where the complaint refers to one of them). The materialcomplaints are referred immediately to the Chairman of the Board and the Audit Committee. Lessserious complaints are reported to the Audit Committee on a quarterly basis.

Interested parties who have a concern about the Company’s conduct, including accounting,internal accounting controls or audit matters, may communicate directly with the Company’sChairman, Deputy Chairman, directors as a group, the Chairman of the Audit Committee or AuditCommittee members. These communications may be confidential or anonymous, and may besubmitted in writing to the Company Secretary at the Company’s corporate headquarters orsubmitted by phone on +353 (0)1 411 6924. All concerns will be forwarded to the appropriate

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directors for their review and will be simultaneously reviewed and addressed by the Company’sGeneral Counsel and Chief Compliance Officer in the same way that other concerns areaddressed. The Company’s Code of Conduct, which is described above, prohibits any employeefrom retaliating or taking any adverse action against anyone for raising or helping to resolve aconcern about integrity.

Insider Trading

All directors and employees of the Company are subject to the Company’s Insider Trading Policy.Under the Insider Trading Policy, employees and directors may generally conduct transactions inthe Company’s securities during a four week period beginning two days after the announcementof quarterly or full year results, or such other periods as may be designated by the Board;provided that such persons are not in possession of material, non-public information. The InsiderTrading Policy also contains preclearance requirements for certain designated senior employeesand directors, as well as general prohibitions on hedging activities or selling any shares for short-swing profit. There is a general prohibition on hedging unvested shares, options or RSUs.

The Board recognizes that it is the individual responsibility of each director and employee toensure he or she complies with the Insider Trading Policy and applicable insider trading laws.

A copy of the Insider Trading Policy is available in the Corporate Governance section of theCompany’s investor relations website (www.ir.jameshardie.com.au).

Principle 4: Safeguard Integrity in Corporate Reporting

Audit Committee

The Board has established the Audit Committee to oversee the adequacy and effectiveness of theCompany’s accounting and financial policies and controls. The Audit Committee provides adviceand assistance to the Board in fulfilling its responsibilities and, amongst other matters:

• overseeing the Company’s financial reporting process and reports on the results of itsactivities to the Board;

• reviewing with management and the external auditor the Company’s annual and quarterlyfinancial statements and reports to shareholders; discussing earnings releases as well asinformation and earnings guidance provided to analysts;

• reviewing and assessing the Company’s risk management strategy, policies andprocedures and the adequacy of the Company’s, policies, processes and frameworks formanaging risk;

• exercising general oversight of the appointment and provision of all external audit servicesto the Company, the remuneration paid to the external auditor, and the performance of theCompany’s internal audit function;

• reviewing the adequacy and effectiveness of the Company’s internal compliance andcontrol procedures;

• reviewing the Company’s compliance with legal and regulatory requirements; and• establishing procedures for complaints regarding accounting, internal accounting controls

and auditing matters, including any complaints from whistle-blowers.

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A more complete description of these and other Audit Committee functions is contained in theAudit Committee’s Charter, a copy of which is available in the Corporate Governance section ofthe Company’s investor relations website (www.ir.jameshardie.com.au).

The Audit Committee meets at least quarterly in a separate executive session with the externalauditor and internal auditor, respectively. The Chairman of the Audit Committee reports to the fullBoard following each Audit committee meeting. As part of such report, the Chairman of the AuditCommittee will inform the Board of any general issues that arise with respect to the quality orintegrity of the Company’s financial statements, the Company’s compliance with legal orregulatory requirements, the Company’s risk management framework, the performance andindependence of the external auditor, or the performance of the internal audit function.

The current members of the Audit Committee are Brian Anderson (Chairman), Michael Hammes,David Harrison, Andrea Gisle Joosen and Alison Littley, all of whom are independent non-executive directors. All members of the Audit Committee are financially literate and have sufficientbusiness, industry and financial expertise to act effectively as members of the Audit Committee. Inaddition, in accordance with the SEC rules, the Nominating and Governance Committee and theBoard have determined that Mr Anderson and Mr Harrison qualify as “audit committee financialexperts.” The skills, qualifications, experience and relevant expertise for each member aresummarized in the Board biography section of this Annual Report.

Internal Audit

The Vice President of Internal Audit heads the internal audit department. It is the role of theinternal audit department to provide assurance, independent of management, that the Company’sinternal processes, controls and procedures are operating to provide an effective financialreporting and risk management framework. The Internal Audit Charter sets out the independenceof the internal audit department, its scope of work, responsibilities and audit plan. The internalaudit department’s work plan is approved annually by the Audit Committee. The Vice President ofInternal Audit reports to the Chairman of the Audit Committee and meets quarterly with the AuditCommittee in executive sessions.

External Audit

Ernst & Young LLP has served as the Company’s external auditors since fiscal year 2009. Theexternal auditor reviews each quarterly and half-year consolidated financial statements and auditsthe full year consolidated financial statements. The external auditor attends each meeting of theAudit Committee, including an executive session where members of the Audit Committee arepresent. The Audit Committee has approved policies to ensure that all non-audit servicesperformed by the external auditor, including the amount of fees payable for those services,receive prior approval. The Audit Committee also reviews the remuneration paid to the externalauditor and makes recommendations to the Board regarding the maximum compensation to bepaid to the external auditor and concerning their reappointment as external auditor. The lead auditengagement partner is required to rotate every five years.

The Audit Committee reviews and approves management representations made to the externalauditor as part of the audit of the full year results.

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Representatives of Ernst & Young LLP are present at each AGM to make a statement if theydesire to do so and are available to respond to appropriate questions from shareholders.

Consistent with applicable SEC rules, the CEO and CFO of the Company have provided thecertifications required by Section 302 and 906 of the Sarbanes Oxley Act 2002, which, amongother things, certify that to the best of each individual’s knowledge:

• the financial statements, and other financial information included in this Annual Report,fairly present in all material respects the financial condition, results of operations and cashflows of the Company as of, and for, the periods presented in this Annual Report; and

• this Annual Report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to the periodcovered by this Annual Report.

Principle 5: Make Timely and Balanced Disclosure

Continuous Disclosure and Market Communication

We strive to comply with all relevant disclosure laws and listing rules in Australia (ASX and ASIC)and the United States (SEC and NYSE).

Our Continuous Disclosure and Market Communication Policy aims to ensure timelycommunications so that investors can readily:

• understand the Company’s strategy and assess the quality of its management;• examine the Company’s financial position and the strength of its growth prospects; and• receive any news or information that might reasonably be expected to materially affect the

price or market for the Company securities.

The CEO is responsible for ensuring the Company complies with its continuous disclosureobligations. A Disclosure Committee comprised of senior management (CEO, CFO, GeneralCounsel and the Vice President—Investor and Media Relations) is responsible for all decisionsregarding market disclosure obligations outside of the Company’s normal financial reportingcalendar. Both the Audit Committee and Nominating and Governance Committee reviewed theCompany’s disclosure practices under the Continuous Disclosure and Market Communicationpolicy during fiscal year 2016. A copy of the Continuous Disclosure and Market Communicationpolicy is available in the Corporate Governance section of the Company’s investor relationswebsite (www.ir.jameshardie.com.au).

Principle 6: Respect the Rights of Shareholders

Communication

The Company is committed to communicating effectively with the Company’s shareholders andengaging them through a range of communication channels in a program that includes:

• making management briefings and presentations accessible via a live webcast and/orteleconference following the release of quarterly and annual results;

• audio webcasts of other management briefings and the annual shareholder meeting;

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• a comprehensive investor relations website that displays all announcements and notices(promptly after they have been cleared by the ASX), major management and investor roadshow presentations;

• site visits and briefings on strategy for investment analysts;• regular engagement with institutional shareholders to discuss a wide range of governance

issues;• an email alert service to advise shareholders and other interested parties of

announcements and other events; and• equality of access for shareholders and investment analysts to briefings, presentations

and meetings and equality of media access to the Company, on a reasonable basis.

Shareholders can also elect to receive communications from the Company and its share registry,by electronic means. In addition, shareholders can communicate directly with the Company andits registry via the Company’s investor relations website (www.ir.jameshardie.com.au).

Annual General Meeting

The 2015 AGM was held in Ireland and shareholders were able to participate in the AGM viateleconference of proceedings on the Company’s investor relations website. The 2016 AGM will alsobe held in Ireland, and shareholders not present in Ireland who wish to participate in the meeting,including asking questions about the management of the Company, can do so via a teleconference ofthe meeting. In addition, shareholders have the opportunity to submit questions to the Company onlineor by returning the question form enclosed with the Notice of Meeting in advance of the meeting.Questions received from shareholders will be collated and the Chairman will address as manyquestions as possible at the meeting. Shareholders also have the opportunity to ask questions of theexternal auditor at the AGM about the conduct of the audit and the preparation of the auditor’s report.

Notices of Meeting are accompanied by explanatory notes which provide clear and conciseinformation regarding the business to be transacted at the meeting.

Further details regarding the 2016 AGM will be set out in the 2016 AGM Notice of Meeting. Thiswill be posted to all shareholders and made available on the Company’s website.

Each shareholder (other than an ADS holder) has the right to:• attend the AGM either in person or by proxy;• speak at the AGM; and• exercise voting rights, including at the AGM, subject to their instructions on the Voting

Instruction Form.

While ADS holders cannot vote directly, ADS holders can direct the voting of their underlyingshares through the ADS depositary.

Principle 7: Recognize and Manage Risk

Risk Management Objectives

The Company believes that sound risk management policies, procedures and controls produce asystem of risk oversight, risk management and internal control that is fundamental to good

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corporate governance and compliance and creation of shareholder value. The objective of theCompany’s risk management policies, procedures and controls is to ensure that:

• the Company’s principal strategic, operational and financial risks are identified andassessed;

• the Company’s risk appetite for each risk is considered;• effective systems are in place to monitor and manage risks; and• reporting systems, internal controls and arrangements for monitoring compliance with

laws and regulations are adequate.

Risk management does not involve avoiding all risks. The Company’s risk management policiesseek to strike a balance between ensuring that the Company continues to generate financialreturns while simultaneously managing risks appropriately by setting appropriate strategies,objectives, controls and tolerance levels.

The Company’s business, operations and financial condition are subject to various risks anduncertainties, including risks related to economic and regulatory concerns. See “Section 3 – RiskFactors” for a discussion of significant factors that may adversely affect our business, operations,financial performance and condition or industry, and for a discussion regarding how the Companymanages certain of these risks.

Risk Management Framework

The Board and its standing Board committees oversee the Company’s overall strategic direction,including setting risk management strategy, processes, tolerance and parameters. Generally, theAudit Committee is responsible for oversight of the Company’s risk management strategy,policies, procedures and controls. The Audit Committee reviews, monitors and discusses thesematters with the CEO, CFO, General Counsel, Vice President of Internal Audit and other seniorbusiness leaders. The Audit Committee, CEO, CFO and General Counsel report periodically tothe Board on the Company’s risk management policies, processes and controls. The AuditCommittee and the Board review and evaluate the Company’s risk management strategies andprocesses on an on-going basis throughout the course of each fiscal year.

The Audit Committee is supported in its oversight role by the policies put in place by managementto oversee and manage material business risks, as well as the roles played by internal riskmanagement committees, as described below, and internal and external audit functions. Theinternal and external audit functions are separate from and independent of each other and eachhas a direct reporting line to the Audit Committee. The CEO and the CEO’s direct reports are theprimary management forum for risk assessment and management within the Company.

Consistent with its oversight functions, the Audit Committee reviewed the Company’s riskmanagement framework and internal controls during fiscal year 2016. As part of the review,information was reported by management to the Audit Committee to enable it to assess theeffectiveness of the Company’s risk management and internal control systems. In addition,consistent with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, during fiscalyear 2016, management assessed the effectiveness of the Company’s internal controls overfinancial reporting and the effectiveness of the Company’s internal control over financial reportinghas been audited by Ernst & Young LLP. Based on its assessment, management concluded thatthe Company’s internal controls over financial reporting were effective as of 31 March 2016. Foradditional information, see “Section 3 – Controls and Procedures” of this Annual Report.

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Risk Management Committees

The Company maintains two separate management level risk committees, one for operation-related risks and one for corporate-related risks (the “Risk Management Committees”). Thisstructure allows each committee to focus on individual risks in greater detail. Each committeecomprises a cross-functional group of employees who review and monitor the risks facing theCompany from the perspective of their area of responsibility. These Risk ManagementCommittees are coordinated by Internal Audit and the General Counsel. The Vice President ofInternal Audit and the General Counsel also provide quarterly reports to the Audit Committee onkey risks and the procedures in place for mitigating them.

Financial Statements Disclosure Committee

The Financial Statements Disclosure Committee is a management committee comprised of seniorfinance, accounting, compliance, legal, tax, treasury and investor relations executives in the Company,which meets with the CEO, CFO and General Counsel prior to the Board’s consideration of anyquarterly or annual results. The Financial Statements Disclosure Committee is a forum for the CEO,CFO and General Counsel to discuss, and, on the basis of those discussions, report to the AuditCommittee, about a range of risk management procedures, policies and controls, covering the draftresults materials, business unit financial performance and the current status of legal, tax, treasury,accounting, compliance, internal audit, complaints and disclosure control matters.

Policies for Management of Material Business Risks

Management has put in place a number of key policies, processes and independent controls toprovide assurance as to the integrity of the Company’s systems of internal control and riskmanagement. In addition to the measures described elsewhere in this Annual Report, the moresignificant policies, processes or controls adopted by the Company for oversight andmanagement of material business risks are:

• engagement with members of the Risk Management Committees at least quarterly toassess the key strategic, operations, reporting and compliance risks facing the Company,the level of risk and the processes implemented to manage each of these key risks overthe upcoming twelve months;

• quarterly reporting to executive management, the Audit Committee, and annual reportingto the Board, of the Risk Management Committees’ assessment regarding the keystrategic, operations, reporting and compliance risks facing the Company;

• a program for the Audit Committee to review in detail each year the Company’s general risktolerance and all items identified by the Risk Management Committees as high focus risks;

• quarterly meetings of the Financial Statements Disclosure Committee to review allquarterly and annual financial statements and results;

• an internal audit department with a direct reporting line to the Chairman of the AuditCommittee;

• regular monitoring of the liquidity and status of the Company’s finance facilities;• maintaining an appropriate global insurance program;• maintaining policies and procedures in relation to treasury operations, including the use of

financial derivatives and issuing procedures requiring significant capital and recurringexpenditure approvals; and

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• implementing and maintaining training programs in relation to legal and regulatory complianceissues such as trade practices/antitrust, insider trading, foreign corrupt practices and anti-bribery, employment law matters, trade secrecy and intellectual property protection.

Limitations of Control Systems

Due to the inherent limitations in all control systems and the fact that there are resourceconstraints in the design of any control system, management does not expect that the Company’sinternal risk management and control systems will prevent or detect all error and all fraud. Nomatter how well it is designed and operated, no evaluation of controls can provide absoluteassurance that misstatements due to error or fraud will not occur or that all control issues andinstances of fraud, if any, within the Company have been detected.

The inherent limitations in all control systems include the realities that judgments in decisionmaking can be faulty and that breakdowns can occur because of simple error or mistake. Controlscan also be circumvented by the individual acts of some persons, by collusion of two or morepeople, or by management override of the controls. The design of any system of controls is basedin part on certain assumptions about the likelihood of future events, and there can be noassurance that any design will succeed in achieving its stated goals under all potential futureconditions. Projections of any evaluation of controls’ effectiveness to future periods are subject torisks. Over time, controls may become inadequate because of changes in conditions ordeterioration in the degree of compliance with policies or procedures.

Principle 8: Remunerate Fairly and Responsibly

Remuneration Committee

The Remuneration Committee oversees the Company’s overall remuneration structure, policiesand programs, assesses whether the Company’s remuneration structure establishes appropriateincentives for management and employees, and approves any significant changes in theCompany’s remuneration structure, policies and programs. Amongst other things, theRemuneration Committee:

• administers and makes recommendations on the Company’s incentive compensation andequity-based remuneration plans;

• reviews the remuneration of directors;• reviews the remuneration framework for the Company; and• makes recommendations to the Board on the Company’s recruitment, retention and

termination policies and procedures for senior management.

The current members of the Remuneration Committee are David Harrison (Chairman), BrianAnderson, Russell Chenu, Michael Hammes and Alison Littley, the majority of whom areindependent non-executive directors.

A more complete description of these and other Remuneration Committee functions is contained inthe Remuneration Committee’s Charter, a copy of which is available in the Corporate Governancesection of the Company’s investor relations website (www.ir.jameshardie.com.au), and in “Section 1 –Remuneration”. In addition, details of the Company’s remuneration philosophy, policies, plans andprocedures during fiscal year 2016 are set out in “Section 1 – Remuneration”.

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SECTION 2

READING THIS REPORT

Forward-Looking Statements

This Annual Report contains forward-looking statements. James Hardie may from time to timemake forward-looking statements in its periodic reports filed with or furnished to the SEC, onForms 20-F and 6-K, in its annual reports to shareholders, in offering circulars, invitationmemoranda and prospectuses, in media releases and other written materials and in oralstatements made by the Company’s officers, directors or employees to analysts, institutionalinvestors, existing and potential lenders, representatives of the media and others. Statements thatare not historical facts are forward-looking statements and such forward-looking statements arestatements made pursuant to the safe harbor provisions of the Private Securities Litigation ReformAct of 1995.

Examples of forward-looking statements include:• statements about the Company’s future performance;• projections of the Company’s results of operations or financial condition;• statements regarding the Company’s plans, objectives or goals, including those relating to

strategies, initiatives, competition, acquisitions, dispositions and/or its products;• expectations concerning the costs associated with the suspension or closure of

operations at any of the Company’s plants and future plans with respect to any suchplants;

• expectations concerning the costs associated with the significant capital expenditureprojects at any of the Company’s plants and future plans with respect to any suchprojects;

• expectations regarding the extension or renewal of the Company’s credit facilitiesincluding changes to terms, covenants or ratios;

• expectations concerning dividend payments and share buy-backs;• statements concerning the Company’s corporate and tax domiciles and structures and

potential changes to them, including potential tax charges;• statements regarding tax liabilities and related audits, reviews and proceedings;• expectations about the timing and amount of contributions to (AICF), a special purpose

fund for the compensation of proven Australian asbestos-related personal injury anddeath claims;

• expectations concerning the adequacy of the Company’s warranty provisions andestimates for future warranty-related costs;

• statements regarding the Company’s ability to manage legal and regulatory matters(including, but not limited to, product liability, environmental, intellectual property andcompetition law matters) and to resolve any such pending legal and regulatory matterswithin current estimates and in anticipation of certain third-party recoveries; and

• statements about economic conditions, such as changes in the US economic or housingrecovery or changes in the market conditions in the Asia Pacific region, the levels of newhome construction and home renovations, unemployment levels, changes in consumerincome, changes or stability in housing values, the availability of mortgages and other

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financing, mortgage and other interest rates, housing affordability and supply, the levels offoreclosures and home resales, currency exchange rates, and builder and consumerconfidence.

Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,”“predict,” “forecast,” “guideline,” “aim,” “will,” “should,” “likely,” “continue,” “may,” “objective,”“outlook” and similar expressions are intended to identify forward-looking statements but are notthe exclusive means of identifying such statements. Readers are cautioned not to place unduereliance on these forward-looking statements and all such forward-looking statements arequalified in their entirety by reference to the following cautionary statements.

Forward-looking statements are based on the Company’s current expectations, estimates andassumptions and because forward-looking statements address future results, events andconditions, they, by their very nature, involve inherent risks and uncertainties, many of which areunforeseeable and beyond the Company’s control. Such known and unknown risks, uncertaintiesand other factors may cause actual results, performance or other achievements to differ materiallyfrom the anticipated results, performance or achievements expressed, projected or implied bythese forward-looking statements. These factors, some of which are discussed under “RiskFactors” in Section 3 of this Annual Report, include, but are not limited to: all matters relating to orarising out of the prior manufacture of products that contained asbestos by current and formerJames Hardie subsidiaries; required contributions to AICF, any shortfall in AICF funding and theeffect of currency exchange rate movements on the amount recorded in the Company’s financialstatements as an asbestos liability; the continuation or termination of the governmental loanfacility to AICF; compliance with and changes in tax laws and treatments; competition and productpricing in the markets in which the Company operates; the consequences of product failures ordefects; exposure to environmental, asbestos, putative consumer possible outcome or other legalproceedings; general economic and market conditions; the supply and cost of raw materials;possible increases in competition and the potential that competitors could copy the Company’sproducts; reliance on a small number of customers; a customer’s inability to pay; compliance withand changes in environmental and health and safety laws; risks of conducting businessinternationally; compliance with and changes in laws and regulations; currency exchange risks;dependence on customer preference and the concentration of the Company’s customer base onlarge format retail customers, distributors and dealers; dependence on residential and commercialconstruction markets; the effect of adverse changes in climate or weather patterns; possibleinability to renew credit facilities on terms favorable to the Company, or at all; acquisition or sale ofbusinesses and business segments; changes in the Company’s key management personnel;inherent limitations on internal controls; use of accounting estimates; and all other risks identifiedin the Company’s reports filed with Australian, Irish and US securities regulatory agencies andexchanges (as appropriate). The Company cautions you that the foregoing list of factors is notexhaustive and that other risks and uncertainties may cause actual results to differ materially fromthose referenced in the Company’s forward-looking statements. Forward-looking statementsspeak only as of the date they are made and are statements of the Company’s currentexpectations concerning future results, events and conditions. The Company assumes noobligation to update any forward-looking statements or information except as required by law.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

The following discussion of our financial condition and results of operations should be read inconjunction with our consolidated financial statements and the related notes, including theaccounting policies affecting our financial condition and results of operations, which are fullydescribed in Note 2 to our consolidated financial statements, presented later in this AnnualReport.

In the following discussion and analysis, we intend to provide management’s explanation of thefactors that have affected our financial condition and results of operations for the fiscal yearscovered by the financial statements included in this Annual Report, as well as management’sassessment of the factors and trends which are anticipated to have a material effect on ourfinancial condition and results of operations in future periods.

The following discussion and analysis includes several non-GAAP measures to provide additionalinformation concerning our performance. We believe that these non-GAAP measures enhance aninvestor’s overall understanding of our financial performance by being more reflective of our coreoperational activities and more comparable with our financial results over various periods. Inaddition, management use non-GAAP financial measures internally for strategic decision making,forecasting future results and evaluating current performance. Non-GAAP financial measuresdiscussed include:

• Adjusted operating income and operating income margin• Adjusted net income• Adjusted effective tax rate• Adjusted selling, general and administrative expenses

We have reconciled these non-GAAP financial measures to the most directly comparableUS GAAP financial measure for fiscal years 2016, 2015 and 2014 in the “Glossary ofAbbreviations and Definitions” in Section 4 of this Annual Report. These non-GAAP financialmeasures are not prepared in accordance with US GAAP; therefore, the information is notnecessarily comparable to other companies’ financial information and should be considered as asupplement to, not a substitute for, or superior to, the corresponding measures calculated inaccordance with US GAAP.

Application of Critical Accounting Policies

The preparation of our financial statements requires management to make estimates andjudgments that affect the reported amounts of assets and liabilities, the disclosure of contingentliabilities at the date of the financial statements and the reported revenue and expenses duringthe periods presented therein. On an ongoing basis, management evaluates its estimates andjudgments in relation to assets, liabilities, contingent liabilities, revenue and expenses.Management bases its estimates and judgments on historical experience and on various otherfactors it believes to be reasonable under the circumstances, the results of which form the basis ofmaking judgments about the carrying values of assets and liabilities that are not readily apparentfrom other sources. Actual results may differ from these estimates under different assumptionsand conditions.

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We have identified the following critical accounting policies under which significant judgments,estimates and assumptions are made and where actual results may differ from these estimatesunder different assumptions and conditions and may materially affect financial results or thefinancial position reported in future periods:

Accounting for the AFFA

The AFFA was approved by shareholders in February 2007 to provide long-term funding to AICF.For a discussion of the AFFA and the accounting policies utilized by the Company related to theAFFA and AICF, see Note 2 in the consolidated financial statements.

The amount of the asbestos liability has been recognized by reference to (but not exclusivelybased upon) the most recent actuarial estimate of projected future cash flows as calculated byKPMGA Pty Ltd (“KPMGA”), who are engaged and appointed by AICF under the terms of theAFFA. Based on their assumptions, KPMGA arrived at a range of possible total future cash flowsand calculated a central estimate, which is intended to reflect a probability-weighted expectedoutcome of those actuarially estimated future cash flows projected by the actuary to occur through2077. We recognize the asbestos liability in the consolidated financial statements by reference to(but not exclusively based upon) the central estimate.

Adjustments in the asbestos liability due to changes in the actuarial estimate of projected futurecash flows and changes in the estimate of future operating costs of AICF are reflected in theconsolidated statements of operations and comprehensive income during the period in which theyoccur. Claims paid by AICF and claims-handling costs incurred by AICF are treated as reductionsin the accrued balances previously reflected in the consolidated balance sheets.

In estimating the potential financial exposure, KPMGA has made a number of assumptions,including, but not limited to, assumptions related to the total number of claims that are reasonablyestimated to be asserted through 2077, the typical cost of settlement (which is sensitive to, amongother factors, the industry in which a plaintiff claims exposure, the alleged disease type and thejurisdiction in which the action is brought), the legal costs incurred in the litigation of such claims,the rate of receipt of claims, the settlement strategy in dealing with outstanding claims and thetiming of settlements.

Due to inherent uncertainties in the legal and medical environment, the number and timing offuture claim notifications and settlements, the recoverability of claims against insurance contracts,and estimates of future trends in average claim awards, as well as the extent to which the abovenamed entities will contribute to the overall settlements, the actual amount of liability could differmaterially from that which is currently projected.

We recognize the asbestos liability in the consolidated financial statements on an undiscountedand uninflated basis. We considered discounting when determining the best estimate under USGAAP. We have recognized the asbestos liability by reference to (but not exclusively based upon)the central estimate as undiscounted on the basis that it is our view that the timing and amounts ofsuch cash flows are not fixed or readily determinable. We considered inflation when determiningthe best estimate under US GAAP. It is our view that there are material uncertainties in estimatingan appropriate rate of inflation over the extended period of the AFFA. We view the undiscountedand uninflated central estimate as the best estimate under US GAAP.

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An updated actuarial assessment is performed as of 31 March each year. Any changes in theestimate will be reflected as a charge or credit to the consolidated statements of operations for theyear then ended. Material adverse changes to the actuarial estimate would have an adverseeffect on our business, results of operations and financial condition. A copy of KPMGA’s actuarialassessment as at 31 March 2016 is available on the Investor Relations area of our website(www.ir.jameshardie.com.au).

Sales Rebates and Discounts

We record estimated reductions to sales for customer rebates and discounts including volume,promotional, cash and other rebates and discounts. Rebates and discounts are recorded basedon management’s best estimate when products are sold. The estimates are based on historicalexperience for similar programs and products. Management reviews these rebates and discountson an ongoing basis and the related accruals are adjusted, if necessary, as additional informationbecomes available.

Accounts Receivable

We evaluate the collectability of accounts receivable on an ongoing basis based on historical baddebts, customer credit-worthiness, current economic trends and changes in our customerpayment activity. An allowance for doubtful accounts is provided for known and estimated baddebts. Although credit losses have historically been within our expectations, we cannot guaranteethat we will continue to experience the same credit loss rates that we have in the past. Becauseour accounts receivable are concentrated in a relatively small number of customers, a significantchange in the liquidity or financial position of any of these customers could impact their ability tomake payments and result in the need for additional allowances which would decrease our netsales.

Inventory

Inventories are recorded at the lower of cost or market. In order to determine market,management regularly reviews inventory quantities on hand and evaluates significant items todetermine whether they are excess, slow-moving or obsolete. The estimated value of excess,slow-moving and obsolete inventory is recorded as a reduction to inventory and an expense incost of sales in the period in which it is identified. This estimate requires management to makejudgments about the future demand for inventory and is therefore at risk to change from period toperiod. If our estimate for the future demand for inventory is greater than actual demand and wefail to reduce manufacturing output accordingly, we could be required to record additionalinventory reserves, which would have a negative impact on our gross profit.

Further, we have distributor arrangements that we maintain with certain customers where we owninventory that is physically located in a customer’s or third party’s warehouse. As a result, ourability to effectively manage inventory levels may be impaired, which would cause our totalinventory turns to decrease. In that event, our expenses associated with excess and obsoleteinventory could increase and our cash flow could be negatively impacted.

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Accrued Warranty Reserve

We have offered, and continue to offer, various warranties on our products, including a 30-yearlimited warranty on certain of our fiber cement siding products in the United States. Because ourfiber cement products have only been used in North America since the early 1990s, there is a riskthat these products will not perform in accordance with our expectations over an extended periodof time. A typical warranty program requires that we replace defective products within a specifiedtime period from the date of sale. We record an estimate for future warranty-related costs basedon an analysis by us, which includes the historical relationship of warranty costs to installedproduct. Based on this analysis and other factors, we adjust the amount of our warranty provisionsas necessary. Although our warranty costs have historically been within calculated estimates, ifour experience is significantly different from our estimates, it could result in the need for additionalreserves.

Accounting for Income Tax

We recognize deferred tax assets and deferred tax liabilities for the expected tax consequences oftemporary differences between the tax bases of assets and liabilities and their reported amountsusing enacted tax rates in effect for the year in which we expect the differences to reverse. Werecord a valuation allowance to reduce the deferred tax assets to the amount that we are morelikely than not to realize. We must assess whether, and to what extent, we can recover ourdeferred tax assets. If full or partial recovery is unlikely, we must increase our income tax expenseby recording a valuation allowance against the portion of deferred tax assets that we cannotrecover. We believe that we will recover all of the deferred tax assets recorded (net of valuationallowance) on our consolidated balance sheet at 31 March 2016. However, if facts later indicatethat we will be unable to recover all or a portion of our net deferred tax assets, our income taxexpense would increase in the period in which we determine that recovery is unlikely.

We evaluate our uncertain tax positions in accordance with the guidance for accounting foruncertainty in income taxes. We believe that our reserve for uncertain tax positions, includingrelated interest, is adequate. Due to our size and the nature of our business, we are subject toongoing reviews by taxing jurisdictions on various tax matters, including challenges to variouspositions we assert on our income tax returns. The amounts ultimately paid upon resolution ofthese matters could be materially different from the amounts previously included in our income taxexpense and therefore could have a material impact on our tax provision, net income and cashflows. Positions taken by an entity in its income tax returns must satisfy a more-likely-than-notrecognition threshold, assuming that the positions will be examined by taxing authorities with fullknowledge of all relevant information, in order for the positions to be recognized in theconsolidated financial statements. Each quarter we evaluate the income tax positions taken, orexpected to be taken, to determine whether these positions meet the more-likely-than-notthreshold. We are required to make subjective judgments and assumptions regarding our incometax exposures and must consider a variety of factors, including the current tax statutes and thecurrent status of audits performed by tax authorities in each tax jurisdiction. To the extent anuncertain tax position is resolved for an amount that varies from the recorded estimated liability,our income tax expense in a given financial statement period could be materially affected.

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Impairment of Long-Lived Assets

Long-lived assets, such as property, plant and equipment, are evaluated each quarter for eventsor changes in circumstances that indicate that an asset might be impaired because the carryingamount of the asset may not be recoverable. These include, without limitation, a significantadverse change in the extent or manner in which a long-lived asset or asset group is being used,a current period operating or cash flow loss combined with a history of operating or cash flowlosses, a projection or forecast that demonstrates continuing losses associated with the use of along-lived asset or asset group and/or a current expectation that it is more likely than not that along-lived asset or asset group will be sold or otherwise disposed of significantly before the end ofits previously estimated useful life. Identifying these events and changes in circumstances, andassessing their impact on the appropriate valuation of the affected assets requires us to makejudgments, assumptions and estimates.

When such indicators of potential impairment are identified, recoverability is tested by groupinglong-lived assets that are used together and represent the lowest level for which cash flows areidentifiable and distinct from the cash flows of other long-lived assets, which is typically at theproduction line or plant facility level, depending on the type of long-lived asset subject to animpairment review. Recoverability is measured by a comparison of the carrying amount of theasset group to the estimated undiscounted future cash flows expected to be generated by theasset group. If the carrying amount exceeds the estimated undiscounted future cash flows, animpairment charge is recognized at the amount by which the carrying amount exceeds theestimated fair value of the asset group.

The methodology used to estimate the fair value of the asset group is typically based on adiscounted cash flow analysis that considers the asset group’s highest and best use that wouldmaximize the value of the asset group. In addition, the estimated fair value of an asset group alsoconsiders, to the extent practicable, a market participant’s expectations and assumptions inestimating the fair value of the asset group. If the estimated fair value of the asset group is lessthan the carrying value, an impairment loss is recognized at an amount equal to the excess of thecarrying value over the estimated fair value of the asset group.

During the years ended 31 March 2016, 2015 and 2014, the Company recorded US$3.5 million,US$3.7 million and nil of impairment charges related to individual assets which is included in Costof goods sold on the consolidated statements of operations and comprehensive income.

In estimating the fair value of the asset group, we are required to make certain estimates andassumptions that include forecasting the useful lives of the assets, selecting an appropriatediscount rate that reflects the risk inherent in future cash flows, forecasting market demand for ourproducts and recommissioning idle assets to meet anticipated capacity constraints in the future.We have not made any material changes in the accounting methodology we use to assessimpairment loss during the past three fiscal years. However, if actual results are not consistentwith our estimates and assumptions used in estimating future cash flows and asset fair values, wemay be exposed to material impairment losses in future periods.

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Operating Results

Year ended 31 March 2016 compared to year ended 31 March 2015

Operating results for the consolidated group were as follows:

US$ Millions FY16 FY15 Change %

Net sales $ 1,728.2 $ 1,656.9 4

Cost of goods sold (1,096.0) (1,078.1) (2)

Gross profit 632.2 578.8 9

Selling, general and administrative expenses (254.2) (245.5) (4)

Research and development expenses (29.5) (31.7) 7

Asbestos adjustments 5.5 33.4 (84)

Operating income 354.0 335.0 6

Net interest expense (25.6) (7.5)

Other income (expense) 2.1 (4.9)

Income before income taxes 330.5 322.6 2

Income tax expense (86.1) (31.3)

Net income $ 244.4 $ 291.3 (16)

Total net sales of US$1,728.2 million forfiscal year 2016 were 4% higher than fiscalyear 2015. Net sales in local currencies werefavorably impacted by higher volume in theNorth America and Europe Fiber Cementsegment and higher volume and average netsales price in Asia Pacific Fiber Cementsegments, excluding Australian Pipes. Netsales were adversely impacted by thestrengthening US dollar, which had a 4%unfavorable effect on group net sales.

Gross profit of US$632.2 million for the fiscalyear 2016 was 9% higher than fiscal year2015. Our gross profit margin of 36.6% was1.7 percentage points higher than fiscal year2015.

SG&A expenses for fiscal year 2016increased 4% to US$254.2 million. Theincrease primarily reflects higher SG&Aexpenses in the business units in localcurrencies; partially offset by the favorableimpact of the strengthening US dollar.

R&D expenses decreased 7% for fiscal year2016 when compared to fiscal year 2015. Thedecrease is a result of the strengthening USdollar; partially offset by an increase in thenumber of R&D projects being worked on bythe R&D team.

Asbestos adjustments for fiscal year 2016decreased compared to fiscal year 2015. Theprimary driver being US$8.1 million favorablemovement in the actuarial adjustmentrecorded at year end in line with KPMGA’sactuarial report; partially offset by US$2.6million unfavorable impact of the appreciatingAUD/USD spot exchange rate betweenbalance sheet dates.

Net income decreased from US$291.3 millionin fiscal year 2015 to US$244.4 million infiscal year 2016, primarily due to higherincome tax expense, higher interest expenseand an unfavorable change in the asbestosadjustments; partially offset by the favorableunderlying performance of the operatingbusiness units.

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North America and Europe Fiber Cement Results

Operating results for the North America and Europe Fiber Cement segment were as follows:

FY16 FY15 Change %

Volume (mmsf) 2,000.5 1,849.7 8%

Average net sales price per unit (per msf) US$676 US$675 FLAT

Net sales (US$ millions) 1,386.3 1,276.5 9%

Gross profit 15%

Gross margin (%) 2.2 pts

Operating income (US$ millions) 340.6 285.9 19%

Operating income margin (%) 24.6 22.4 2.2 pts

Net sales for fiscal year 2016 were favorably impacted by higher volumes. The increase in oursales volume in fiscal year 2016 compared to fiscal year 2015 was primarily driven by growth inthe repair and remodel and new construction markets and modest market penetration. For fiscalyear 2016 average net sales price was flat, when compared fiscal year 2015. For fiscal year 2016gross price was up in line with our price increase effective 1 March 2015; offset by the unfavorableimpact of foreign exchange, mix and the overall price performance in Europe.

We note that there are a number of data sources that measure US housing market growth, mostof which have reported steady double-digit growth in recent quarters when compared to priorcorresponding periods. However, at the time of filing our fiscal year 2016 results, only US CensusBureau data was available. According to the US Census Bureau, single family housing starts forthe year ended 31 March 2016, single family housing starts were 745,700, or 17% above the yearended 31 March 2015.

While we have provided US Census Bureau data above, we note that it typically trends higherthan other indices we use to measure US housing market growth, namely the McGraw-HillConstruction Residential Starts Data (also known as Dodge), the National Association of HomeBuilders and Fannie Mae.

The increase in gross margin of 2.2 percentage points for fiscal year 2016 is due to the followingcomponents:

Higher average net sales price 0.4 pts

Lower production costs 1.8 pts

Total percentage point change in gross margin 2.2 pts

Production costs for fiscal year 2016 were lower than fiscal year 2015, primarily as a result of ourmanufacturing plant network’s improved performance when compared to fiscal year 2015, as wellas lower freight and lower input costs for pulp and utilities.

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For fiscal year 2016, operating income of US$340.6 million, increased 19% over fiscal year 2015,reflecting lower freight, improved plant performance, lower unit costs and increased volumes;unfavorably impacted by higher segment SG&A expenses, primarily reflecting higher employeecosts and marketing expenses. As a percentage of segment sales, fiscal year 2016 SG&Aremained flat compared to fiscal year 2015.

Operating income margin for fiscal year 2016 increased 2.2 percentage points to 24.6% from22.4% in fiscal year 2015, driven by higher net sales and lower production costs; partially offset bythe adverse impact of the strengthening US dollar and overall performance of the Europeanbusiness.

Asia Pacific Fiber Cement Results

Operating results for the Asia Pacific Fiber Cement segment in US dollars were as follows:

FY16 FY15 Change %

Volume (mmsf) 449.6 456.2 (1%)

Volume (mmsf) excluding the Pipes Australianbusiness 439.8 414.7 6%

Net sales (US$ millions) 341.9 380.4 (10%)

US$ Gross profit (11%)

US$ Gross margin (%) (0.5 pts)

Operating income (US$ millions) 80.9 94.1 (14%)

New Zealand weathertightness claims(US$ millions) (0.5) 4.3

Operating income excluding NZ weathertightnessclaims (US$ millions) 81.4 89.8 (9%)

US$ Operating income margin (%) 23.7 24.7 (1.0 pts)

US$ Operating income margin excluding NZweathertightness claims (%) 23.8 23.6 0.2 pts

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For the fiscal year 2016, the Asia Pacific Fiber Cement segment results in US dollars wereunfavorably impacted for a 19% change in the weighted average AUD/USD foreign exchange raterelative to fiscal year 2015. Operating results for the Asia Pacific Fiber Cement segment inAustralian dollars were as follows:

FY16 FY15 Change %

Volume (mmsf) 449.6 456.2 (1%)

Volume (mmsf) excluding the Pipes Australianbusiness 439.8 414.7 6%

Average net sales price per unit (per msf) A$1,020 A$942 8%

Net sales (A$ millions) 464.2 434.5 7%

A$ Gross profit 5%

A$ Gross margin (%) (0.5 pts)

Operating income (A$ millions) 110.0 107.4 2%

New Zealand weathertightness claims(A$ millions) (0.7) 4.9

Operating income excluding NZ weathertightnessclaims (A$ millions) 110.7 102.5 8%

A$ Operating income margin (%) 23.7 24.7 (1.0 pts)A$ Operating income margin excluding NZ

weathertightness claims (%) 23.8 23.6 0.2 pts

Volume for fiscal year 2016 was lower than fiscal year 2015 due to the sale of the AustralianPipes business at the end of the first quarter of fiscal year 2016. Net sales in Australian dollars forfiscal year 2016 were higher than fiscal year 2015 primarily due to a higher average net salesprice. The increase in our net sales price in fiscal year 2016 reflects the effects of our annual priceincrease, favorable product and regional mix and the appreciation of the Philippines currencyagainst the Australian dollar, when compared to fiscal year 2015.

In our Australian business the key drivers of net sales growth, for fiscal year 2016, were favorableconditions in our addressable markets, the favorable impact of our price increase and favorableproduct mix. In our New Zealand business, volume grew across most regions; however, net salesgrowth was partially offset by a lower average net selling price due to unfavorable product mix. Inour Philippines business, net sales in fiscal year 2016 were higher than fiscal year 2015 driven bygrowth in our addressable markets, continued market penetration and favorable impact of ourprice increase.

According to Australian Bureau of Statistics data, approvals for detached houses, which are a keydriver of the Asia Pacific business’ sales volume, were 116,962 for the year ended 31 March2016, a slight decrease, compared to fiscal year 2015. The other key driver of our sales volume isthe alterations and additions market, which increased 5% for the 12 months ended 31 March2016, compared to the fiscal year 2015.

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According to Statistics New Zealand data, consents for dwellings excluding apartments, which arethe primary driver of the New Zealand business’ net sales, were 15,167 for the year ended31 March 2016, an increase of 13% over fiscal year 2015.

In Australian dollars, the decrease in gross margin of 0.5 percentage point for fiscal year 2016 isdue to the following components:


Higher production costs (6.0 pts)

Total percentage point change in gross margin (0.5 pts)

Production costs for fiscal year 2016 were higher compared to fiscal year 2015, largely due to thecost associated with the startup of our Carole Park sheet machine and higher input prices drivenby the unfavorable impact of the weakening of the Australian dollar on the price of USDdenominated pulp. Additionally, during December 2014, we purchased the land and buildingspreviously leased at our Rosehill, New South Wales facility for A$45.0 million. As a result of thepurchase we released remediation and straight line rent provisions required as a lessee, resultingin a favorable impact to cost of goods sold of US$3.0 for fiscal year 2015. As a result, productioncosts in fiscal year 2016 were higher than fiscal year 2015.

In Australian dollars, operating income (including New Zealand weathertightness claims) for fiscalyear 2016 increased 2% over fiscal year 2015, driven by improved gross profit; partially offset byNew Zealand weathertightness and higher SG&A expenses primarily related to marketing andcompensation costs. For fiscal year 2016 we recorded an expense related to New ZealandWeathertightness, compared to a benefit in fiscal year 2015. SG&A as a percentage of net salesfor fiscal year 2016 increased 0.6 percentage points compared to fiscal year 2015.

In Australian dollars, operating income (excluding New Zealand weathertightness claims) for fiscalyear 2016 increased by 8% compared to fiscal year 2015

In the first quarter of fiscal year 2016, we finalized the sale of our Australian Pipes business,recognizing a gain on the sale of US$1.7 million, recorded in other (expense) income in theconsolidated statement of operations and comprehensive income for fiscal year 2016. Due to theimmaterial contribution of the Australian Pipes business to the segment results, the results ofoperations from the Australian Pipes business have not been presented as discontinuedoperations in the consolidated financial statements.

Research and Development Segment

We record R&D expenses depending on whether they are core R&D projects that are designed tobenefit all business units, which are recorded in our R&D segment; or commercialization projectsfor the benefit of a particular business unit, which are recorded in the individual business unit’ssegment results. The table below details the expenses of our R&D segment:


Segment R&D expenses $ (21.7) $ (24.2) 10

Segment R&D SG&A expenses (2.2) (1.8) (22)

Total R&D operating loss $ (23.9) $ (26.0) 8

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The change in segment R&D expenses from fiscal year 2015 to fiscal year 2016 is a result of theadverse impact of the strengthening US dollar and the number of core R&D projects being workedon by the R&D team. The expense will fluctuate period to period depending on the nature andnumber of core R&D projects being worked on and the average AUD/USD exchange rates duringthe period.

Other R&D expenses associated with commercialization projects were US$7.8 million for fiscalyear 2016, compared to US$7.5 million for fiscal year 2015.

General Corporate

Results for General Corporate for fiscal years 2016 and 2015 are as follows:


General Corporate SG&A expenses $ (47.4) $ (49.9) 5

Asbestos:

Asbestos Adjustments 5.5 33.4 (84)

AICF SG&A Expenses1 (1.7) (2.5) 32

General Corporate operating loss $ (43.6) $ (19.0)

1 Relates to non-claims related operating costs incurred by AICF, which we consolidate into our financial results due toour pecuniary and contractual interests in AICF. Readers are referred to Notes 2 and 11 of our consolidated financialstatements for further information on the Asbestos Adjustments.

For fiscal year 2016, General Corporate SG&A expenses decreased by US$2.5 million, comparedto fiscal year 2015. The decrease in General Corporate SG&A expenses is primarily driven by thenon-recurring stamp duty of US$4.2 million incurred in the fourth quarter of fiscal year 2015;partially offset by higher stock compensation expenses of US$2.6 million driven by an increase inthe US$ stock price.

Asbestos adjustments reflect a change in the actuarial estimate of the asbestos liability, insurancereceivables, AICF claims handling costs and the foreign exchange translation impact of theAustralian denominated asbestos related assets and liabilities being recorded on our consolidatedbalance sheet in US dollar at the reporting date for each respective period.

The AUD/USD spot exchange rates are shown in the table below:

FY16 FY15

31 March 2015 0.7636 31 March 2014 0.9220

31 March 2016 0.7657 31 March 2015 0.7636

Change ($) 0.0021 Change ($) (0.1584)

Change (%) - Change (%) (17%)

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For fiscal years 2016 and 2015, the asbestos adjustments recorded by the Company were madeup of the following components:


Change in actuarial estimates $ 8.1 $(111.3)Effect of foreign exchange rate movements (2.6) 144.7Asbestos adjustments $ 5.5 $ 33.4 (84)

Readers are referred to Notes 2 and 11 of our consolidated financial statements for furtherinformation on asbestos adjustments.

Per the KPMGA actuarial report, the undiscounted and uninflated central estimate net ofinsurance recoveries decreased to A$1.434 billion at 31 March 2016 from A$1.566 billion at31 March 2015. The change in the undiscounted and uninflated central estimate ofA$132.0 million or 8% is primarily due to the decrease in the projected future number of non-mesothelioma claims and lower average claims sizes and lower average defense legal costassumptions for most disease types. This was partially offset by the change in legislation inVictoria, which allowed for gratuitous services costs to be included in certain types of future claimswhich had a A$56.9 million adverse impact on the central estimate.

During fiscal year 2016, mesothelioma claims reporting activity was marginally below actuarialexpectations for the first year in the past four years. One of the more significant assumptions isthe estimated peak period of mesothelioma disease claims, which is currently assumed to occurin the period 2014/2015 to 2016/2017. Potential variation in this estimate has an impact muchgreater than the other assumptions used to derive the discounted central estimate. In performingthe sensitivity assessment of the estimated period of peak claims reporting for mesothelioma, ifthe peak claims reporting period was shifted two years from the currently assumed 2016/2017 (i.e.assuming that claim reporting begins to reduce after 2018/2019), together with increased claimsreporting from 2026/2027 onwards, relative to current actuarial projections, the discounted centralestimate could increase by approximately 30% on a discounted basis.

At 31 March 2016, KPMGA has formed the view that, due to the stable claims reporting in fiscalyear 2016, no change to the assumption of mesothelioma claims is required. However, changesto the valuation assumptions may be necessary in future periods should mesothelioma claimsreporting escalate or decline. Due to the uncertainty over the past four years, further volatility inrelation to the valuation should be anticipated for at least the next few years.

The following is an analysis of claims data for the fiscal years ended 31 March:

FY16 FY15 Change %

Claims received 577 665 13Actuarial estimate for the period 658 610 (8)Difference in claims received to actuarial estimate 81 (55)

Average claim settlement1 (A$) 248,000 254,000 2Actuarial estimate for the period2 (A$) 302,000 289,000 (4)Difference in claims paid to actuarial estimate (A$) 54,000 35,000 (54)

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1 Average claims settlement is derived as the total amount paid divided by the number of non-nil claim settlements

2 This actuarial estimate is a function of the assumed experience by disease type and the relative mix of settlementsassumed by disease type. Any variances in the assumed mix of settlements by disease type will have an impact onthe average claim settlement experience.

For the full year ended 31 March 2016, we noted the following related to asbestos-related claims:

• Claims received during fiscal year 2016 were 12% and 13% below actuarial estimates andfiscal year 2015 respectively;

• Mesothelioma claims reported for the fiscal year 2016 are 1% below expectations and are4% below fiscal year 2015;

• The average claim settlement for fiscal year 2016 is lower by 18%, versus actuarialestimates;

• Average claim settlement sizes are generally lower across all disease types compared toactuarial expectations for fiscal year 2016; and

• The decrease in average claim settlement for the full year versus actuarial estimates islargely attributable to a lower number of large mesothelioma claims being settledcompared to fiscal year 2015.

Asbestos claims paid of A$154.7 million for fiscal year 2016 were lower than the actuarialexpectation of A$176.3 million. All figures provided in this Claims Data section are gross ofinsurance and other recoveries

Net interest expense

Gross interest expense for fiscal year 2016 increased US$17.3 million, compared to fiscal year2015, primarily as a result of interest incurred on our senior notes, which we issued in February2015.

Other income (expense)

For fiscal year 2016 other income (expense) moved from a loss of US$4.9 million in fiscal year 2015to a gain of US$2.1 million. The US$7.0 million favorable change in other (expense) income is dueto a US$3.3 million favorable change in net foreign exchange forward contracts, a US$2.0 millionfavorable change in the unrealized gains and losses related to our interest rate swaps andUS$1.7 million gain on the sale of the Australian Pipes business in the first quarter of fiscal year2016.

Income tax expense

Total income tax expense for fiscal year 2016 increased by US$54.8 million from fiscal year 2015.The change was primarily due to a reduction in the change in actuarial estimate compared tofiscal year 2015.

Readers are referred to Note 15 of our consolidated financial statements for further informationrelated to income tax.

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Net income

Net income decreased from US$291.3 million in fiscal year 2015 to US$244.4 million in fiscal year2016. Net income excluding asbestos, New Zealand weathertightness claims, non-recurringstamp duty and other tax adjustments increased 10% from US$221.4 million in fiscal year 2015 toUS$242.9 million in fiscal year 2015.

Year ended 31 March 2015 compared to year ended 31 March 2014

Operating results for the consolidated group were as follows:


Net sales $ 1,656.9 $1,493.8 11

Cost of goods sold (1,078.1) (987.4) (9)

Gross profit 578.8 506.4 14

Selling, general and administrative expenses (245.5) (224.4) (9)

Research and development expenses (31.7) (33.1) 4

Asbestos adjustments 33.4 (195.8)

Operating income 335.0 53.1

Net interest expense (7.5) (1.1)

Other (expense) income (4.9) 2.6

Income before income taxes 322.6 54.6

Income tax (expense) benefit (31.3) 44.9

Net income $ 291.3 $ 99.5

Total net sales of US$1,656.9 million forfiscal year 2015 were 11% higher than fiscalyear 2014. Net sales in local currencies werefavorably impacted by higher sales volumesand average net sales prices in both the NorthAmerica and Europe Fiber Cement and theAsia Pacific Fiber Cement segments.

Gross profit of US$578.8 million for fiscalyear 2015 was 14% higher than fiscal year2014. Our gross profit margin of 34.9% was1.0 percentage point higher than fiscal year2014.

SG&A expenses for fiscal year 2015increased 9% to US$245.5 million. The

increase primarily reflects highercompensation expenses (driven by stockcompensation expenses and labor costs), anincrease in discretionary expenses and higherrealized losses on foreign currencytransactions caused by the strengthening ofthe US dollar.

R&D expenses decreased 4% for fiscal year2015 when compared to the prior year. Thedecrease is related to the timing andcompletion of certain projects.

Asbestos adjustments for fiscal year 2015decreased compared fiscal year 2014. Theprimary driver is the US$144.7 million

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favorable impact of the depreciating AUD/USDspot exchange rate between balance sheetdates; partially offset by a US$111.3 millionunfavorable movement in the actuarialadjustment recorded at year end in line withKPMGA’s actuarial report. Additionalinformation regarding our asbestos adjustmentis provided below.

Net income increased from US$99.5 millionin fiscal year 2014 to US$291.3 million infiscal year 2015, driven by the favorableunderlying performance of the operatingbusiness units and the favorable impact ofasbestos adjustments; partially offset byhigher income tax expense.

North America and Europe Fiber Cement Results

Operating results for the North America and Europe Fiber Cement segment were as follows:

FY15 FY14 Change %

Volume (mmsf) 1,849.7 1,696.9 9%

Average net sales price per unit (per msf) US$675 US$652 4%

Net sales (US$ millions) 1,276.5 1,127.6 13%

Gross profit 17%

Gross margin (%) 1.1 pts


Operating income margin (%) 22.4 21.0 1.4 pts

Net sales for fiscal year 2015 were favorably impacted by higher volumes and a higher averagenet sales price. The increase in our sales volume in fiscal year 2015 compared to fiscal year 2014was primarily driven by further market penetration and modest growth in the repair and remodelmarket and new construction market. Further, the increase in our average net sales price in fiscalyear 2015 reflects the ongoing execution of our pricing strategies, favorable product mix and thereduction of pricing inefficiencies, when compared to the prior year.

We note that there are a number of indicators that measure US housing market growth, most ofwhich have reported between low single digit growth and slight contraction in recent quarterswhen compared to prior corresponding periods. However, at the time of filing our fiscal year 2015results, only the US Census Bureau data is available. According to the US Census Bureau, singlefamily housing starts for the year ended 31 March 2015 were 638,800, 3% above fiscal year 2014.

While we have provided US Census Bureau data above, we note that it typically trends higherthan other indices we use to measure US housing market growth, namely the McGraw-HillConstruction Residential Starts Data (also known as Dodge), the National Association of HomeBuilders and Fannie Mae.F

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The increase in gross margin of 1.1 percentage points for fiscal year 2015 is due to the followingcomponents:


Higher production costs (1.6 pts)


Production costs for fiscal year 2015 were higher than fiscal year 2014, primarily due to higherinput costs driven by the market prices for pulp, gas, silica and the costs incurred with starting upour Fontana, California plant in fiscal year 2015; partially offset by economies of scale achievedthrough a 9% increase in volume.

Fiscal year 2015 operating income of US$285.9 million, an increase of 21% over fiscal year 2014,primarily reflects increased volumes and a higher average net sales price; partially offset byhigher SG&A, primarily reflecting higher compensation expenses due to increased headcount. Asa percentage of segment sales, fiscal year 2015 SG&A expenses increased by 0.1 percentagepoints compared to fiscal year 2014.

Operating income margin for fiscal year 2015 increased 1.4 percentage points to 22.4% from21.0% in fiscal year 2014, driven by higher net sales; partially offset by higher production costs.

Asia Pacific Fiber Cement Results

Operating results for the Asia Pacific Fiber Cement segment in US dollars were as follows:

FY15 FY14 Change %

Volume (mmsf) 456.2 417.2 9%

Net sales (US$ millions) 380.4 366.2 4%

US$ Gross profit 7%

US$ Gross margin (%) 1.0 pts


New Zealand weathertightness claims (US$ millions) 4.3 (1.8)

Operating income excluding NZ weathertightness claims(US$ millions) 89.8 82.9 8%

US$ Operating income margin (%) 24.7 22.1 2.6 pts

US$ Operating income margin excluding NZweathertightness claims (%) 23.6 22.6 1.0 pts

For fiscal year 2015, the Asia Pacific Fiber Cement segment results in US dollars wereunfavorably impacted by the change in the weighted average period AUD/USD exchange rate

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relative to fiscal year 2014. Operating results for the Asia Pacific Fiber Cement segment inAustralian dollars were as follows:

FY15 FY14 Change %

Volume (mmsf) 456.2 417.2 9%

Average net sales price per unit (per msf) A$942 A$930 1%

Net sales (A$ millions) 434.5 392.4 11%

A$ Gross profit 14%

A$ Gross margin (%) 1.0 pts

Operating income (A$ millions) 107.4 86.9 24%

New Zealand weathertightness claims (A$millions) 4.9 (1.9)

Operating income excluding NZweathertightness claims (A$ millions) 102.5 88.8 15%

A$ Operating income margin (%) 24.7 22.1 2.6 pts

A$ Operating income margin excluding NZweathertightness claims (%) 23.6 22.6 1.0 pts

Net sales in Australian dollars for fiscal year 2015 increased largely due to higher sales volumesand higher average net sales price, when compared to fiscal year 2014. In our Australianbusiness, the key drivers of net sales growth were favorable conditions in our addressablemarkets and a favorable product mix. In our New Zealand business, volume grew across allregions; however, net sales growth was partially offset by a lower average selling price due toproduct mix. In our Philippines business, net sales were driven higher by growth in ouraddressable markets and continued market penetration.

According to Australian Bureau of Statistics data, approvals for detached houses, which are a keydriver of the Asia Pacific business’ sales volume, were 114,676 for the year ended 31 March2015, an increase of 9%, compared to fiscal year 2014. The other key driver of our sales volumeis the alterations and additions market, which was flat for the 12 months ended 31 December2014, compared to prior corresponding period.

According to Statistics New Zealand data, consents for dwellings excluding apartments, which arethe primary driver of the New Zealand business’ net sales, were 23,168 for the year ended31 March 2015, an increase of 12% over fiscal year 2014.

In Australian dollars, the increase in gross margin of 1.0 percentage point for fiscal year 2015 isdue to the following components:


Flat production costs -


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Production costs for fiscal year 2015 were flat compared to fiscal year 2014, due to higher inputcosts driven by higher market prices of pulp, offset by improved plant performance and thefinancial impact of purchasing our Rosehill facility.

During the third quarter of fiscal year 2015, we purchased the land and buildings previouslyleased at our Rosehill, New South Wales facility for A$45.0 million. As a result of the purchase,we released remediation and straight line rent provisions required as a lessee, resulting in abenefit to cost of goods sold of A$3.0 million for the full year.

In Australian dollars, operating income (including New Zealand weathertightness claims) for fiscalyear 2015 increased 24% over fiscal year 2014, driven by higher net sales; partially offset byhigher SG&A, which as a percentage of net sales increased by 3.2 percentage points comparedto fiscal year 2014, largely due to higher compensation and marketing related expenses.

For fiscal year 2015, we recorded a benefit related to New Zealand weathertightness claims,compared to an expense in the prior year. The benefit in the current year is driven by a decreasein the provision, a result of a higher rate of claim resolution, fewer open claims at the end of theperiod and a continued reduction in the number of new claims received when compared to fiscalyear 2014.

In Australian dollars, operating income (excluding New Zealand weathertightness claims) for fiscalyear 2015 increased by 15% comparted to fiscal year 2014.

Research and Development Segment

We record R&D expenses depending on whether they are core R&D projects that are designed tobenefit all business units, which are recorded in our R&D Segment; or commercialization projectsfor the benefit of a particular business unit which are recorded in the individual business unit’ssegment results. The table below details the expenses of our R&D Segment:


Segment R&D expenses $ (24.2) $ (22.2) (9)

Segment R&D SG&A expenses (1.8) (2.2) 18

Total R&D operating loss $ (26.0) $ (24.4) (7)

The change in Segment R&D expenses from fiscal year 2014 to fiscal year 2015 is a result of thenumber of core R&D projects being worked on by the R&D team. The expense fluctuates periodto period depending on the nature and number of core R&D projects being worked on during theperiod.

Other R&D expenses associated with commercialization projects in business units are recorded inthe results of the respective business unit segment. In total, these costs were US$7.5 million forfiscal year 2015, compared to US$10.9 million for fiscal year 2014.

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General Corporate

Results for the General Corporate Segment for fiscal years 2015 and 2014 are as follows:


General Corporate SG&A expenses $ (49.9) $ (42.7) (17)

Asbestos:

Asbestos Adjustments 33.4 (195.8)

AICF SG&A Expenses1 (2.5) (2.1) (19)

General Corporate operating loss $ (19.0) $ (240.6) 92

1 Relates to non-claims related operating costs incurred by AICF, which we consolidate into our financial results due toour pecuniary and contractual interests in AICF. Readers are referred to Notes 2 and 11 of our consolidated financialstatements for further information on the asbestos adjustments.

For fiscal year 2015, General Corporate SG&A Expenses increased by US$7.2 million, comparedto fiscal year 2014. The increase in General Corporate SG&A is driven by a non-recurring stampduty of US$4.2 million, US$2.0 million in compensation related expenses and US$1.6 million ofrecognized foreign exchange losses. The increase in compensation related expenses was largelydriven by company performance-based incentive bonuses and higher headcount.

Asbestos adjustments reflect a change in the actuarial estimate of the asbestos liability, insurancereceivables, AICF claims handling costs and the foreign exchange translation impact of theAustralian denominated asbestos related assets and liabilities being recorded on our consolidatedbalance sheet in US dollar at the reporting date for each respective period. For fiscal year 2015,the Australian dollar spot exchange rate against the US dollar depreciated 17% to US$0.76

For fiscal years 2015 and 2014, the asbestos adjustments recorded by the Company were madeup of the following components:


Change in actuarial estimates $ (111.3) $ (308.2) 64

Recovery of insurance receivables - 15.2

Effect of foreign exchange rate movements 144.7 97.2 49

Asbestos adjustments $ 33.4 $ (195.8)

Readers are referred to Notes 2 and 11 of our consolidated financial statements for furtherinformation on asbestos adjustments.

Per the KPMGA actuarial report, the undiscounted and uninflated central estimate net of insurancerecoveries remained relatively flat at A$1.566 billion at 31 March 2015 compared to A$1.547 billion at31 March 2014. The change in the undiscounted and uninflated central estimate of A$19.2 million or1% is primarily due to an increase in the projected future number of mesothelioma claims, reflectingboth a higher numbers of claims and a change in the incidence pattern for mesothelioma, lower nilsettlement rates being assumed for lung cancer, partially offset by lower average claims sizes andlower average defense legal cost assumptions for most disease types.

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During the 2015 fiscal year, mesothelioma claims reporting activity was above actuarialexpectations for the third consecutive year. One of the critical assumptions is the estimated peakyear of mesothelioma disease claims, which is currently assumed to occur in the period2014/2015 to 2016/2017. Potential variation in this estimate has a much greater impact than theother assumptions used to derive the discounted central estimate. In performing the sensitivityassessment of the estimated period of peak claims reporting for mesothelioma, KPMGAdetermined that if claims reporting does not begin to reduce until after 2018/19 together withincreased claims reporting from 2026/27 onwards, the discounted central estimate could increaseby approximately 26% on a discounted basis. At 31 March 2015, KPMGA formed the view that thehigher claims reporting activity assumed in the short and medium term is not necessarilyindicative of longer term impacts, as at this stage it is too early to form such a long-termconclusion on the basis of two years of experience.

Following is an analysis of claims data for the years ended 31 March:

FY15 FY14 Change %

Claims received 665 608 (9)

Actuarial estimate for the period 610 540 (13)

Difference in claims received to actuarial estimate (55) (68) 19

Average claim settlement1 (A$) 254,000 253,000 -

Actuarial estimate for the period2 (A$) 289,000 262,000 (10)

Difference in claims paid to actuarial estimate (A$) 35,000 9,000

1 Average claims settlement is derived as the total amount paid divided by the number of non-nil claim settlements

2 This actuarial estimate is a function of the assumed experience by disease type and the relative mix of settlementsassumed by disease type. Any variances in the assumed mix of settlements by disease type will have an impact onthe average claim settlement experience.

For the full year ended 31 March 2015, we noted the following related to asbestos-related claims:

• Claims received during fiscal year 2015 were 9% above actuarial estimates and prioryear;

• The higher reported mesothelioma claims experience noted during fiscal 2014 continuedinto fiscal year 2015;

• The A$ average claim settlement is flat for fiscal year 2015, compared to fiscal year 2014;• The A$ average claim settlement for fiscal year 2015 is 12% lower compared to actuarial

estimates;• Average claim settlement sizes are generally lower across all disease types compared to

actuarial expectations for fiscal year 2015; and• The decrease in average claim settlement for fiscal year 2015 versus actuarial estimates

is largely attributable to a lower number of large mesothelioma claims being settledcompared to fiscal year 2014.

Asbestos claims paid of A$154.3 million for fiscal year 2015 were higher than the actuarialexpectation of A$148.9 million. All figures provided in this Claims Data section are gross ofinsurance and other recoveries.

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Net interest expense

Gross interest expense for fiscal year 2015 increased US$5.8 million compared to fiscal year2014, primarily as a result of higher average balances of funds drawn on our debt facilities andinterest incurred on our senior notes which were issued in the fourth quarter of fiscal year 2015.Capitalized interest for fiscal year 2015 totaled US$1.7 million compared to nil for fiscal year 2014,as we were in a net cash position in fiscal year 2014.

For fiscal year 2015, AICF net interest income decreased US$1.5 million compared to fiscal year2014, primarily a result of the combined impact of higher interest expense incurred as a result ofthe drawdowns made on the AICF loan facility and a decrease in interest income as a result oflower investment balances held by AICF in fiscal year 2015 compared to fiscal year 2014.

Other (expense) income

For fiscal year 2015, other (expense) income moved from income of US$2.6 million in fiscal year2014 to an expense of US$4.9 million due to the timing of foreign exchange gains and losses andthe unrealized gains and losses resulting from the changes in the fair value of our interest rateswaps at the balance sheet dates.

Income tax (expense) benefit

Total income tax expense for fiscal year 2015 increased by US$76.2 million from fiscal year 2014.The change is primarily due to a reduction in the unfavorable asbestos adjustments and anunfavorable change in tax adjustments compared to fiscal year 2014 relating to a non-recurringreceipt of interest from the Australian Taxation Office (“ATO”) in the third quarter of fiscal year2014; resulting from the finalization of a successful appeal of disputed amended tax assessment.

Readers are referred to Note 15 of our consolidated financial statements for further informationrelated to income tax.

Net income

Net income increased from US$99.5 million in fiscal year 2014 to US$291.3 million in fiscal year2015. Net income excluding asbestos, New Zealand weathertightness claims, non-recurringstamp duty and other tax adjustments increased 12% from US$197.2 million in fiscal year 2014 toUS$221.4 million in fiscal year 2015.

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Liquidity and Capital Allocation

Overview

Our treasury policy regarding liquidity management, foreign exchange risk management, interestrate risk management and cash management is administered by our treasury department which iscentralized in Ireland. The policy is reviewed annually and is designed to ensure that we havesufficient liquidity to support our business activities and meet future business requirements in thecountries in which we operate. We aim to mitigate certain risks associated with fluctuations ininterest rates and foreign currency fluctuations. Our strategies to reduce such risks may result inus entering into non-speculative interest rate swaps and foreign currency forward contracts. For amore detailed discussion on our financial instruments, see Note 12 to our consolidated financialstatements in Section 2. For a more detailed discussion on foreign currency exchange rate andinterest rate risks, see ‘Quantitative and Qualitative Disclosures About Market Risk’ in Section 3 ofthis document.

We moved to a net debt position of US$405.7 million at 31 March 2016 compared to a net debtposition of US$330.5 million at 31 March 2015 (excluding AICF’s drawdown on its standby loanfacility with the NSW Government, in respect of which we are not a party to, guarantor of orsecurity provider).

Sources of Liquidity

During fiscal year 2016, we met our liquidity and capital requirements through a mix of externaldebt facilities, cash reserves and cash flows from operations. These internal and external sourcesof liquidity were primarily used during fiscal year 2016 to fund the expansion, renovation andmaintenance of existing production facilities, the purchase and construction of new facilities, fundour annual contribution to AICF in accordance with the terms of the AFFA, and fund our workingcapital requirements, consisting primarily of inventory, accounts receivable and accounts payable.While our working capital requirements fluctuate seasonally during months of the year whenoverall construction and renovation volumes increase, such fluctuations, generally, have not had asignificant impact on our short-term or long-term liquidity.

There are certain restrictions that are either imposed upon us as an Irish plc operating under Irishlaw, or imposed upon us as a party to the AFFA, which may restrict the ability of subsidiaries totransfer funds to us in the form of cash dividends, loans or advances. For more detaileddiscussion on these restrictions, see “Section 3 – Risk Factors.” Even with these restrictions, weanticipate that our cash on hand, cash flows from operations, net of estimated payments underthe AFFA, and available unutilized credit facilities will be sufficient to fund our planned capitalexpenditures and working capital requirements for at least the next 12 month period.

Cash Flow — Year Ended 31 March 2016

Operating Activities

Cash provided by operating activities increased US$80.9 million to US$260.4 million. Theincrease in cash provided by operating activities was primarily driven by a US$44.1 million

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increase in net income adjusted for non-cash items and a lower contribution to AICF as comparedto fiscal year 2015, partially offset by an unfavorable change in working capital of US$12.7 million.The unfavorable change in working capital was due to normal variations related to timing inaccounts receivable and accounts payable of US$67.4 million as the result of timing of collectionsand payments between periods. This was partially offset by a US$54.7 million change in cashprovided by inventory, driven by inventory management strategies, which decreased inventorybalances by US$16.2 million in the current period as opposed to an increase in the inventorybalances of US$38.5 million in fiscal year 2015.

Investing Activities

Cash used in investing activities decreased US$211.3 million to US$66.6 million, as wecompleted our Australian capacity expansion projects and are nearing completion of our UScapacity expansion projects, while continuing to invest in maintenance capital expenditureprograms. Included in investing activities in fiscal year 2016 was US$10.4 million in proceeds fromthe previously announced sale of the Blandon facility and the Australian Pipes business.

Financing Activities

Cash used in financing activities increased US$149.8 million to US$154.4 million. The increase incash used in financing activities was primarily driven by a US$282.4 million decrease in netproceeds from borrowings, partially offset by a US$143.6 million decrease in dividends paid.

Borrowings

Unsecured Revolving Credit Facility

As of 31 March 2016, we had available to us US$500 million of unsecured revolving credit facility(the “Unsecured Revolving Credit Facility”) which can be drawn in US dollars with variable interestrates based on London Interbank Offered Rate (“LIBOR”) plus margin which can be repaid andredrawn up to the maturity in December 2020. The principal drawn on this facility at 31 March2016 was US$190 million. This facility was put in place on 10 December 2015 and replaced anumber of bilateral facilities with differing maturity dates ranging from March 2016 to May 2019.

The weighted average interest rate on our total outstanding Unsecured Revolving Credit Facilityat 31 March 2016 was 2.0%. At 31 March 2015, US$75 million was drawn under the bilateralfacilities in place at that time and the weighted average interest rate on our total outstandingbilateral facilities was 1.4% at 31 March 2015.

The nature of our operating and capital allocation cycle is such that we typically expect to draw onour facilities in the second and fourth quarters of the fiscal year, with repayments made in the firstand third quarters of the fiscal year. When we forecast our capital and operating needs throughfiscal year 2019, we see this cycle continuing.

The Unsecured Revolving Credit Facility agreement contains certain covenants that, among otherthings, restrict James Hardie International Group Limited and its restricted subsidiaries’ ability toincur indebtedness and grant liens other than certain types of permitted indebtedness and

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permitted liens, make certain restricted payments, and undertake certain types of mergers orconsolidations actions. In addition, the Unsecured Revolving Credit Facility contains financialcovenants that the Company: (i) must not exceed a maximum ratio of net debt to earnings beforeinterest, tax, depreciation and amortization, excluding all asbestos-related liabilities, assets,income, gains, losses and charges other than AICF payments, all AICF selling, general andadministrative (“SG&A”) expenses, all Australian Securities and Investment Commission (“ASIC”)-related expenses, all recoveries and asset impairments, and all New Zealand product liabilityexpenses and (ii) must meet or exceed a minimum ratio of earnings before interest, tax,depreciation and amortization to interest charges, excluding all income, expense and other profitand loss statement impacts of asbestos income, gains, losses and charges, all AICF SG&Aexpenses, all ASIC-related expenses, all recoveries and asset impairments, and all New Zealandproduct liability expenses. At 31 March 2016, the Company was in compliance with all covenantscontained in the Unsecured Revolving Credit Facility agreement.

Senior Unsecured Notes

In February 2015, James Hardie International Finance Limited, a wholly owned subsidiary of JHIplc, completed the sale of US$325.0 million aggregate principal amount of senior unsecured notesdue 15 February 2023. Interest is payable semi-annually in arrears on 15 February and 15 Augustof each year, at a rate of 5.875%.

The senior notes were sold at an offering price of 99.213% of par value, an original issue discountof approximately US$2.6 million. Debt issuance costs of US$8.3 million were recorded in OtherCurrent and Non-Current Assets on our consolidated balance sheet in conjunction with theoffering. Both the discount and the debt issuance costs are being amortized as interest expenseusing the effective interest method over the stated term of 8 years. The discount has anunamortized balance of US$2.2 million and US$2.5 million at 31 March 2016 and 2015,respectively. The debt issuance costs have an unamortized balance of US$7.1 million andUS$8.1 million at 31 March 2016 and 2015, respectively.

The senior notes are guaranteed by James Hardie International Group Limited, James HardieTechnology Limited and James Hardie Building Products Inc., each of which are wholly-ownedsubsidiaries of JHI plc.

The indenture governing the senior notes contains covenants that limit, among other things, theability of the guarantors and their restricted subsidiaries to incur liens on assets, make certainrestricted payments, engage in certain sale and leaseback transactions and merge or consolidatewith or into other companies. These covenants are subject to certain exceptions and qualificationsas described in the indenture. At 31 March 2016, we are in compliance with all of its requirementsunder the indenture related to the senior notes.

Global Exchange Market Listing

On 19 March 2015, the senior notes were admitted to listing on the Global Exchange Market(“GEM”) which is operated by the Irish Stock Exchange.

Interest paid on the James Hardie International Finance Limited senior notes quoted on the GEMis not subject to Irish withholding tax.

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Capital Expenditures

Our total capital expenditures for fiscal years 2016, 2015 and 2014 were US$73.2 million,US$276.2 million and US$115.4 million, respectively.

Refer to “Section 1 – Property, Plants and Equipment – Capital Expenditures” for further discussionand a listing of our significant capital expenditures in fiscal years 2016 and 2015. At 31 March 2016,we did not have any material capital expenditures for which we are contractually committed to.

Capital Management and Dividends

The following table summarizes the dividends declared or paid with respect to fiscal years 2016,2015 and 2014:

US Cents/Security

Total US$(millions)

AnnouncementDate

Record Date Payment Date

FY 2016 second half dividend 0.29 129.1 19 May 2016 9 June 2016 5 August 2016

FY 2016 first half dividend 0.09 39.7 19 November 2015 23 December 2015 26 February 2016

FY 2015 special dividend 0.22 92.8 21 May 2015 11 June 2015 07 August 2015





125 year anniversary special dividend 0.28 124.6 28 February 2014 21 March 2014 30 May 2014

FY 2014 first half dividend 0.08 35.5 14 November 2013 19 December 2013 28 March 2014

FY 2013 special dividend 0.24 106.1 23 May 2013 28 June 2013 26 July 2013

FY 2013 second half dividend 0.13 57.5 23 May 2013 28 June 2013 26 July 2013

During fiscal year 2016, the Company announced a share buyback program (the “fiscal 2016program”) to acquire up to 5% of its issued capital in the twelve months through May 2016. Underthis program, the Company repurchased and cancelled 1,653,247 shares of its common stockduring the second quarter of fiscal year 2016. The aggregate cost of the shares repurchased andcancelled was A$30.0 million (US$22.3 million), at an average market price of A$18.14(US$13.50). Upon the expiration of the fiscal 2016 program, the Company announced a newshare buyback program (the “fiscal 2017 program”) to acquire up to US$100.0 million of its issuedcapital in the twelve months through May 2017.

We will continue to review our capital structure and capital allocation objectives and expect thefollowing prioritization to remain:

• invest in R&D and capacity expansion to support organic growth;• provide ordinary dividend payments within the payout ratio of 50-70% of net income

excluding asbestos;• maintain flexibility for accretive and strategic inorganic growth and/or flexibility to manage

through market cycles; and• consider other shareholder returns when appropriate.

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Annual AICF contribution

On 1 July 2015, we made a payment of A$81.1 million (US$62.8 million) to AICF, representing 35% ofour free cash flow for fiscal year 2015. For the 1 July 2015 payment, free cash flow as defined in theAFFA was equivalent to our fiscal year 2015 operating cash flows of US$179.5 million.

We anticipate that we will make a contribution of approximately US$91.1 million to AICF on 1 July2016. This amount represents 35% of our free cash flow for fiscal year 2016, as defined by the AFFA.

From the time AICF was established in February 2007 through 19 May 2016, we have contributedapproximately A$799.2 million to the fund.

Readers are referred to Notes 2 and 11 of our 31 March 2016 consolidated financial statementsfor further information on Asbestos.

Outlook and Trend Information

Addressable housing starts in the United States are one of our key leading indicators ofperformance. We expect to see moderate growth in the US housing market in fiscal year 2017.While housing starts have rebounded from depressed post-crisis levels, they remain well belowthe 50-year average of approximately 1.5 million starts per year. We believe underlying economicfactors and demographics support a return over time towards 1.5 million new housing starts in theUnited States per year and this is supported by forecasts from institutions such as the Dodge,McGraw Hill and NAHB. A number of factors will contribute to new housing starts demand,including improvement in United States’ GDP, lower unemployment level, improvement inconsumer confidence levels, sustainable household debt levels, historically low interest rates,stability in home prices and new household formation.

We are the largest fiber cement producer in North America with nine plants. The scale of ouroperations and manufacturing capabilities improves our position with distributors who continue toexperience increased demand for fiber cement products and seek a partner whom canmanufacture and deliver the volume required on a timely basis. The plants are positioned nearattractive markets in the United States to help minimize transportation costs for productdistribution and raw material sourcing. Input costs including raw materials, labor and freight costshave fluctuated year over year and we are actively engaged in utilizing its platform to mitigate anyfuture increases. We have experienced increases in SG&A costs to align organization capacitywith increases in volumes but these costs have remained consistent as a percentage of sales.

Net sales from the Australian business are expected to trend ahead of the average growth of thedomestic repair and remodel and single detached housing markets in the eastern states ofAustralia with total detached starts expected to range from 100,000 to 110,000 in calendar 2016.Similarly, the New Zealand business is expected to deliver improved results supported by agrowth in residential markets in the North Island. The Philippines business has experiencedgrowth over the past year, which is expected to continue into fiscal year 2017.

Off-Balance Sheet Arrangements

As of 31 March 2016 and 2015, we did not have any material off-balance sheet arrangements.

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Contractual Obligations

The following table summarizes our contractual obligations at 31 March 2016:

Payments Due During Fiscal Year Ending 31 March

US$ Millions Total less than 1year

1 - 3 years 3 - 5 years more than 5years

Asbestos Liability1 $ 1,302.2 N/A N/A N/A N/A

Long-Term Debt 515.0 - - 190.0 325.0

Estimated interest payments on Long-TermDebt2 148.7 25.3 50.5 48.9 24.0

Long-Term Debt – AICF loan facility3 50.7 50.7 - - -

Estimated interest payments on Long-TermDebt – AICF loan facility4 - - - - -

Operating Leases 60.6 18.0 26.8 11.6 4.2

Purchase Obligations5 - - - - -

Total $ 2,077.2 $ 94.0 $ 77.3 $ 250.5 $ 353.2

1 The amount of the asbestos liability reflects the terms of the AFFA, which has been calculated by reference to (but isnot exclusively based upon) the most recent actuarial estimate of the projected future asbestos-related cash flowsprepared by KPMGA. The asbestos liability also includes an allowance for the future claims-handling costs of AICF. Thetable above does not include a breakdown of payments due each year as such amounts are not reasonably estimable.See Note 11 to our consolidated financial statements for further information regarding our future obligations under theAFFA.

2 Interest amounts are estimates based on debt remaining unchanged from the 31 March 2016 balance and interest ratesremaining consistent with the rates at 31 March 2016. Interest paid includes interest in relation to our bank debt facilitiesand bond, as well as the net amount paid relating to interest rate swap agreements. The interest on our bank debtfacilities is variable based on a market rate and includes margins agreed to with the various lending banks. Alsoincluded in estimated interest payments are commitment fees related to the undrawn amounts of our bank debtfacilities. The interest on our interest rate swaps and bond is set at a fixed rate. There are several variables that canaffect the amount of interest we may pay in future years, including: (i) new bank debt facilities or bond issuance withrates or margins different from historical rates; (ii) expiration of existing bank debt facilities resulting in a change in theaverage interest rate; (iii) fluctuations in the market interest rate; (iv) new interest rate swap agreements; and(v) expiration of existing interest rate swap agreements. We have not included estimated interest payments subsequentto fiscal year ending 31 March 2021 as such amounts are not reasonably estimable.

3 JHI plc and its wholly-owned subsidiaries are not a party to, guarantor of, or security provided in respect of the AICFloan facility. However, because we consolidate AICF due to our pecuniary and contractual interest in AICF, anydrawings, repayments or payments of accrued interest by AICF under the AICF loan facility impact our consolidatedfinancial position, results of operations and cash flows. We anticipate the balance outstanding under the AICF loanfacility at 31 March 2016 will be repaid on 1 July 2016. Beyond the amount outstanding at 31 March 2016, the Companyis unable to reasonably estimate the timing and amount of future drawings, if any, on the AICF loan facility. Accordingly,future payments are deemed to be nil.

4 We are unable to reasonably estimate the timing and amount of future drawings, if any, on the AICF loan facility.Accordingly, future interest payments are deemed to be nil.

5 Purchase Obligations are defined as agreements to purchase goods or services that are enforceable and legally-binding on us and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed,minimum or variable price provisions; and the approximate timing of the transactions.

See Notes 9, 11 and 14 to our consolidated financial statements for further information regarding our long-term debt, long-term

debt – asbestos and operating leases, respectively.

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James Hardie Industries plc – Consolidated Financial Statements 118

INDEX

Page

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119

Consolidated Balance Sheets as of 31 March 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . 120

Consolidated Statements of Operations and Comprehensive Income for the Years Ended31 March 2016, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121

Consolidated Statements of Cash Flows for the Years Ended 31 March 2016, 2015 and2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122

Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years Ended31 March 2016, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124

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Report of Independent Registered Public Accounting Firm 119

The Board of Directors and Shareholders ofJames Hardie Industries plc

We have audited the accompanying consolidated balance sheets of James Hardie Industries plcas of 31 March 2016 and 2015, and the related consolidated statements of operations andcomprehensive income, changes in shareholders’ equity (deficit), and cash flows for each of thethree years in the period ended 31 March 2016. These financial statements are the responsibilityof the Company’s management. Our responsibility is to express an opinion on these financialstatements based on our audits.

We conducted our audits in accordance with the standards of the Public Company AccountingOversight Board (United States). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overall financialstatement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects,the consolidated financial position of James Hardie Industries plc at 31 March 2016 and 2015,and the consolidated results of its operations and its cash flows for each of the three years in theperiod ended 31 March 2016, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company AccountingOversight Board (United States), James Hardie Industries plc’s internal control over financialreporting as of 31 March 2016, based on criteria established in Internal Control – IntegratedFramework issued by the Committee of Sponsoring Organizations of the Treadway Commission(2013 framework) and our report dated 19 May 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Irvine, California19 May 2016

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James Hardie Industries plc – Consolidated Balance Sheets 120


31 March

2016

31 March2015

AssetsCurrent assets:

Cash and cash equivalents $ 107.1 $ 67.0Restricted cash and cash equivalents 5.0 5.0Restricted cash and cash equivalents - Asbestos 17.0 22.0Accounts and other receivables, net of allowance for doubtful accounts of US$1.1

million and US$0.8 million as of 31 March 2016 and 31 March 2015, respectively 173.3 133.3Inventories 193.0 218.0Prepaid expenses and other current assets 19.7 24.3Insurance receivable - Asbestos 16.7 16.7Workers’ compensation - Asbestos 4.1 4.5Deferred income taxes - 17.3Deferred income taxes - Asbestos - 15.9

Total current assets 535.9 524.0Property, plant and equipment, net 867.0 880.1Insurance receivable - Asbestos 149.0 161.9Workers’ compensation - Asbestos 46.8 45.5Deferred income taxes 25.9 12.9Deferred income taxes - Asbestos 384.9 389.3Other assets 30.9 30.8

Total assets $ 2,040.4 $ 2,044.5

Liabilities and Shareholders’ DeficitCurrent liabilities:

Accounts payable and accrued liabilities $ 127.2 $ 149.6Short-term debt - Asbestos 50.7 13.6Accrued payroll and employee benefits 63.0 60.6Accrued product warranties 12.2 8.9Income taxes payable 4.8 1.8Asbestos liability 125.9 131.6Workers’ compensation - Asbestos 4.1 4.5Other liabilities 11.9 7.3

Total current liabilities 399.8 377.9Long-term debt 512.8 397.5Deferred income taxes 82.1 88.9Accrued product warranties 33.1 26.3Asbestos liability 1,176.3 1,290.0Workers’ compensation - Asbestos 46.8 45.5Other liabilities 14.7 21.0

Total liabilities 2,265.6 2,247.1

Commitments and contingencies (Note 14)Shareholders’ deficit:

Common stock, Euro 0.59 par value, 2.0 billion shares authorized; 445,579,351shares issued at 31 March 2016 and 445,680,673 shares issued at 31 March2015 231.4 231.2

Additional paid-in capital 164.4 153.2Accumulated deficit (621.8) (586.6)Accumulated other comprehensive income (loss) 0.8 (0.4)

Total shareholders’ deficit (225.2) (202.6)

Total liabilities and shareholders’ deficit $ 2,040.4 $ 2,044.5

The accompanying notes are an integral part of these consolidated financial statements.

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James Hardie Industries plc – Consolidated Statements of Operations and Comprehensive Income 121

Years Ended 31 March(Millions of US dollars, except per share data) 2016 2015 2014

Net sales $ 1,728.2 $ 1,656.9 $ 1,493.8

Cost of goods sold (1,096.0) (1,078.1) (987.4)

Gross profit 632.2 578.8 506.4Selling, general and administrative expenses (254.2) (245.5) (224.4)

Research and development expenses (29.5) (31.7) (33.1)

Asbestos adjustments 5.5 33.4 (195.8)

Operating income 354.0 335.0 53.1Interest expense, net of capitalized interest (26.6) (9.8) (4.5)

Interest income 1.0 2.3 3.4

Other income (expense) 2.1 (4.9) 2.6

Income before income taxes 330.5 322.6 54.6Income tax (expense) benefit (86.1) (31.3) 44.9

Net income $ 244.4 $ 291.3 $ 99.5

Income per share - basic:Basic $ 0.55 $ 0.65 $ 0.22

Diluted $ 0.55 $ 0.65 $ 0.22Weighted average common shares outstanding

(Millions):

Basic 445.3 445.0 442.6Diluted 447.2 446.4 444.6

Comprehensive income, net of tax:

Net income $ 244.4 $ 291.3 $ 99.5

Pension and post-retirement benefitadjustments 0.3 - -

Cash flow hedges - (0.6) 0.9

Currency translation adjustments 0.9 (32.9) (15.2)

Comprehensive income: $ 245.6 $ 257.8 $ 85.2


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James Hardie Industries plc – Consolidated Statements of Cash Flows 122

Years Ended 31 March(Millions of US dollars) 2016 2015 2014

Cash Flows From Operating Activities

Net income $ 244.4 $ 291.3 $ 99.5Adjustments to reconcile net income to net cash provided by operating

activitiesDepreciation and amortization 79.8 70.9 61.4Deferred income taxes (0.1) (37.4) (70.7)Stock-based compensation 10.3 9.2 8.5Asbestos adjustments (5.5) (33.4) 195.8Excess tax benefits from share-based awards (0.4) (1.4) (5.6)Loss on disposal of property, plant and equipment, net 14.8 - -

Changes in operating assets and liabilities:Restricted cash and cash equivalents 100.3 107.8 99.9Restricted short-term investments - Asbestos - 0.2 6.3Payment to AICF (62.8) (113.0) -

Accounts and other receivables (39.9) (5.1) 4.9Inventories 16.2 (38.5) (22.1)Prepaid expenses and other assets (3.9) 9.2 3.5Insurance receivable - Asbestos 17.2 29.1 25.7Accounts payable and accrued liabilities (16.9) 15.7 36.2Asbestos liability (114.9) (136.7) (133.6)Other accrued liabilities 21.8 11.6 13.1

Net cash provided by operating activities $ 260.4 $ 179.5 $ 322.8

Cash Flows From Investing Activities

Purchases of property, plant and equipment $ (73.2) $ (276.2) $ (115.4)Proceeds from sale of property, plant and equipment 10.4 - 0.7Capitalized interest (3.2) (1.7) -Acquisition of assets (0.6) - (4.1)

Net cash used in investing activities $ (66.6) $ (277.9) $ (118.8)

Cash Flows From Financing Activities

Proceeds from borrowings $ 528.0 $ 717.0 $ -Repayments of borrowings (413.0) (642.0) -Proceeds from senior unsecured notes - 322.4 -Debt issuance costs (3.1) (8.3) -Proceeds from issuance of shares 2.1 4.1 29.3Excess tax benefits from share-based awards 0.4 1.4 5.6Common stock repurchased and retired (22.3) (9.1) (22.1)Dividends paid (246.5) (390.1) (199.1)

Net cash used in financing activities $ (154.4) $ (4.6) $ (186.3)

Effects of exchange rate changes on cash $ 0.7 $ 2.5 $ (3.9)

Net increase (decrease) in cash and cash equivalents 40.1 (100.5) 13.8Cash and cash equivalents at beginning of period 67.0 167.5 153.7

Cash and cash equivalents at end of period $ 107.1 $ 67.0 $ 167.5

Components of Cash and Cash Equivalents

Cash at bank $ 94.5 $ 60.0 $ 70.9Short-term deposits 12.6 7.0 96.6

Cash and cash equivalents at end of period $ 107.1 $ 67.0 $ 167.5

Supplemental Disclosure of Cash Flow Activities

Cash paid during the year for interest $ 20.5 $ 4.6 $ -Cash paid during the year for income taxes, net $ 57.8 $ 35.6 $ 11.6


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James Hardie Industries plc – Consolidated Statements of Changes in Shareholders’ Equity (Deficit) 123

(Millions of US dollars)Common

Stock

AdditionalPaid-inCapital

AccumulatedDeficit

TreasuryStock

AccumulatedOther

ComprehensiveIncome (loss) Total

Balances as of 31 March 2013 $ 227.3 $ 101.1 $ (357.6) $ - $ 47.4 18.2

Net Income - - 99.5 - - 99.5

Other comprehensive loss - - - - (14.3) (14.3)

Stock-based compensation 1.0 7.5 - - - 8.5

Tax benefit from stock optionsexercised - 5.6 - - - 5.6

Equity awards exercised 3.3 26.0 - - - 29.3

Dividends declared - - (323.7) - - (323.7)

Treasury stock purchased - - - (22.1) - (22.1)

Treasury stock retired (1.0) (0.5) (20.6) 22.1 - -

Balances as of 31 March 2014 $ 230.6 $ 139.7 $ (602.4) $ - $ 33.1 (199.0)

Net Income - - 291.3 - - 291.3

Other comprehensive loss - - - - (33.5) (33.5)







Balances as of 31 March 2015 $ 231.2 $ 153.2 $ (586.6) $ - $ (0.4) $ (202.6)

Net income - - 244.4 - - 244.4

Other comprehensive income - - - - 1.2 1.2







Balances as of 31 March 2016 $ 231.4 $ 164.4 $ (621.8) $ - $ 0.8 $ (225.2)


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James Hardie Industries plc – Notes to Consolidated Financial Statements 124

1. Background and Basis of Presentation

Nature of Operations

James Hardie Industries plc (“JHI plc”) manufactures and sells fiber cement building products forinterior and exterior building construction applications, primarily in the United States, Canada,Australia, New Zealand, the Philippines and Europe.

Basis of Presentation

The consolidated financial statements represent the financial position, results of operations andcash flows of JHI plc and its wholly-owned subsidiaries and variable interest entity (“VIE”). Unlessthe context indicates otherwise, JHI plc and its direct and indirect wholly-owned subsidiaries andVIE (as of the time relevant to the applicable reference) are collectively referred to as “JamesHardie”, the “James Hardie Group” or the “Company”. The consolidated financial statements areprepared in accordance with accounting principles generally accepted in the United States ofAmerica (“US GAAP”). The US dollar is used as the reporting currency.

Reporting Segments

During the year ended 31 March 2016, the Company changed the name of its USA and Europesegment to the North America and Europe segment to better reflect the segment’s geographicnature; however, the composition of the segment remained the same. Refer to Note 18 for furtherdetails on segment reporting.

2. Summary of Significant Accounting Policies

Reclassifications

In the Consolidated Statements of Cash Flows for the years ended 31 March 2015 and 2014, theCompany reclassified certain tax accounts between Accounts payable and accrued liabilities andOther accrued liabilities, both of which are included in operating assets and liabilities within theoperating activities section of the cash flow, to conform to the current year presentation.

Within the financing activities section of the Consolidated Statement of Cash Flows for the yearended 31 March 2015, the Company reclassified deferred financing fees which were previouslyincluded within Proceeds from senior unsecured notes, net of deferred financing fees, andseparated these costs in Debt issuance costs, to conform to current year presentation.

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of JHI plc, its wholly-owned subsidiaries and VIE. All intercompany balances and transactions have been eliminated inconsolidation.

A VIE is an entity that is evaluated for consolidation using more than a simple analysis of votingcontrol. The analysis is based on (i) what party has the power to direct the most significant

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James Hardie Industries plc – Notes to Consolidated Financial Statements (Continued) 125

activities of the VIE that impact its economic performance, and (ii) what party has rights to receivebenefits or is obligated to absorb losses that are significant to the VIE. The analysis of the partythat consolidates a VIE is a continual assessment.

In February 2007, the Company’s shareholders approved the Amended and Restated FinalFunding Agreement (the “AFFA”), an agreement pursuant to which the Company provides long-term funding to Asbestos Injuries Compensation Fund (“AICF”), a special purpose fund thatprovides compensation for the Australian-related personal injuries for which certain formersubsidiary companies of James Hardie in Australia (being Amaca Pty Ltd (“Amaca”), Amaba PtyLtd (“Amaba”) and ABN 60 Pty Limited (“ABN 60”) (collectively, the “Former James HardieCompanies”)) are found liable. JHI plc owns 100% of James Hardie 117 Pty Ltd (the “PerformingSubsidiary”), which, under the terms of the AFFA, has an obligation to make payments to AICF onan annual basis subject to the provisions of the AFFA. JHI plc guarantees the PerformingSubsidiary’s obligation. Additionally, the Company appoints three AICF directors and the NewSouth Wales (“NSW”) Government appoints two AICF directors.

Although the Company has no ownership interest in AICF, for financial reporting purposes theCompany consolidates AICF as a VIE as defined under US GAAP due to its pecuniary andcontractual interests in AICF as a result of the funding arrangements outlined in the AFFA. TheCompany’s consolidation of AICF results in certain assets and liabilities being recorded on itsconsolidated balance sheets and certain income and expense transactions being recorded in theconsolidated statements of operations and comprehensive income. These items are Australiandollar-denominated and are subject to remeasurement into US dollars at each reporting date.

For the fiscal years ended 31 March 2016 and 2015, the Company did not provide financial orother support to AICF that it was not previously contractually required to provide.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management tomake estimates and assumptions. These estimates and assumptions affect the reported amountsof assets and liabilities and the disclosure of contingent assets and liabilities at the date of thefinancial statements, and the reported amounts of revenues and expenses during the reportingperiod. Actual results could differ from these estimates.

Foreign Currency Translation

All assets and liabilities are translated or remeasured into US dollars at current exchange rateswhile revenues and expenses are translated or remeasured at average exchange rates in effectfor the period. The effects of foreign currency translation adjustments are included directly in othercomprehensive income in shareholders’ equity (deficit). Gains and losses arising from foreigncurrency transactions are recognized in income currently.

The Company has recorded on its balance sheets certain Australian assets and liabilities,including asbestos-related assets and liabilities under the terms of the AFFA, that aredenominated in Australian dollars and subject to translation (Australian entities) orremeasurement (AICF entity) into US dollars at each reporting date.

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Unless otherwise noted, the exchange rates used to convert Australian dollar denominatedamounts into US dollars in the consolidated financial statements are as follows:

31 March(US$1 = A$) 2016 2015 2014

Assets and liabilities 1.3060 1.3096 1.0845

Statements of operations 1.3577 1.1419 1.0716

Cash flows - beginning cash 1.3096 1.0845 0.9597

Cash flows - ending cash 1.3060 1.3096 1.0845

Cash flows - current period movements 1.3577 1.1419 1.0716

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents generally relate to amounts subject to letters of credit withinsurance companies, which restrict the cash from use for general corporate purposes.

Inventories

Inventories are valued at the lower of cost or market. Cost is generally determined under the first-in, first-out method, except that the cost of raw materials and supplies is determined using actualor average costs. Cost includes the costs of materials, labor and applied factory overhead. On aregular basis, the Company evaluates its inventory balances for excess quantities andobsolescence by analyzing demand, inventory on hand, sales levels and other information. Basedon these evaluations, inventory costs are adjusted to net realizable value, if necessary.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Property, plant and equipment of businessesacquired are recorded at their estimated fair value at the date of acquisition. Depreciation ofproperty, plant and equipment is computed using the straight-line method over the followingestimated useful lives:

Years

Buildings 40

Building improvements 5 to 10

Manufacturing machinery 5 to 20

General equipment 5 to 10

Office furniture and equipment 3 to 10

Computer equipment, software, and software development 3 to 7

Depreciation and Amortization

The Company records depreciation and amortization under both cost of goods sold and selling,general and administrative expenses, depending on the asset’s business use. All depreciation andamortization related to plant building, machinery and equipment is recorded in cost of goods sold.

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Long-lived assets, such as property, plant and equipment, are evaluated each quarter for eventsor changes in circumstances that indicate that an asset might be impaired because the carryingamount of the asset may not be recoverable. These include, without limitation, a significantadverse change in the extent or manner in which a long-lived asset or asset group is being used,a current period operating or cash flow loss combined with a history of operating or cash flowlosses, a projection or forecast that demonstrates continuing losses associated with the use of along-lived asset or asset group and/or a current expectation that it is more likely than not that along lived asset or asset group will be sold or otherwise disposed of significantly before the end ofits previously estimated useful life.

When such indicators of potential impairment are identified, recoverability is tested by groupinglong-lived assets that are used together and represent the lowest level for which cash flows areidentifiable and distinct from the cash flows of other long-lived assets, which is typically at theproduction line or plant facility level, depending on the type of long-lived asset subject to animpairment review.

Recoverability is measured by a comparison of the carrying amount of the asset group to theestimated undiscounted future cash flows expected to be generated by the asset group. If thecarrying amount exceeds the estimated undiscounted future cash flows, an impairment charge isrecognized at the amount by which the carrying amount exceeds the estimated fair value of theasset group.

The methodology used to estimate the fair value of the asset group is based on a discounted cashflow analysis that considers the asset group’s highest and best use that would maximize the valueof the asset group. In addition, the estimated fair value of an asset group also considers, to theextent practicable, a market participant’s expectations and assumptions in estimating the fairvalue of the asset group. If the estimated fair value of the asset group is less than the carryingvalue, an impairment loss is recognized at an amount equal to the excess of the carrying valueover the estimated fair value of the asset group.

See Note 7 for additional information.

Accrued Product Warranties

An accrual for estimated future warranty costs is recorded based on an analysis by the Company,which includes the historical relationship of warranty costs to installed product at an estimatedremediation cost per standard foot. Based on this analysis and other factors, the adequacy of theCompany’s warranty provisions is adjusted as necessary.

Debt

The Company’s debt consists of senior unsecured notes and an unsecured revolving creditfacility. The senior unsecured notes are recorded at cost net of the original issue discount. Therelated original issue discount and the borrowing costs are amortized over the term of theborrowing using the effective interest method. The unsecured revolving credit facility is recorded

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at cost. The related borrowing costs are amortized over the term of the borrowing using theeffective interest method. Debt is presented as current if the liability is due to be settled within12 months after the balance sheet date. See Note 13 for the Company’s fair value considerations.

In addition, the Company consolidates AICF which has a loan facility. Readers are referred to thediscussion later in this footnote under Asbestos-related Accounting Policies.

Environmental Remediation and Compliance Expenditures

Environmental remediation and compliance expenditures that relate to current operations areexpensed or capitalized, as appropriate. Expenditures that relate to an existing condition causedby past operations, and which do not contribute to current or future revenue generation, areexpensed. Liabilities are recorded when environmental assessments and/or remedial efforts areprobable and the costs can be reasonably estimated. Estimated liabilities are not discounted topresent value. Generally, the timing of these accruals coincides with completion of a feasibilitystudy or the Company’s commitment to a formal plan of action.

Revenue Recognition

The Company recognizes revenue when the risks and obligations of ownership have beentransferred to the customer, which generally occurs at the time of delivery to the customer. TheCompany records estimated reductions in sales for customer rebates and discounts includingvolume, promotional, cash and other discounts. Rebates and discounts are recorded based onmanagement’s best estimate when products are sold. The estimates are based on historicalexperience for similar programs and products. Management reviews these rebates and discountson an ongoing basis and the related accruals are adjusted, if necessary, as additional informationbecomes available.

A portion of the Company’s revenue is made through distributors under a Vendor ManagedInventory agreement whereby revenue is recognized upon the transfer of title and risk of loss.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method,deferred income taxes are recognized by applying enacted statutory rates applicable to futureyears to differences between the tax bases and financial reporting amounts of existing assets andliabilities. The effect on deferred taxes of a change in tax rates is recognized in income in theperiod that includes the enactment date. A valuation allowance is provided when it is more likelythan not that all or some portion of deferred tax assets will not be realized. Interest and penaltiesrelated to uncertain tax positions are recognized in Income tax expense on the consolidatedstatements of operations and comprehensive income.

Financial Instruments

The Company calculates the fair value of financial instruments and includes this additionalinformation in the notes to the consolidated financial statements. The estimated fair valueamounts have been determined by the Company using available market information and

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appropriate valuation methodologies. However, considerable judgment is required in interpretingmarket data to develop the estimates of fair value. Accordingly, the estimates presented hereinare not necessarily indicative of the amounts that the Company could realize in a current marketexchange. The use of different market assumptions and/or estimation methodologies may have amaterial effect on the estimated fair value amounts.

Periodically, interest rate swaps, commodity swaps and forward exchange contracts are used tomanage market risks and reduce exposure resulting from fluctuations in interest rates, commodityprices and foreign currency exchange rates. Where such contracts are designated as, and areeffective as, a hedge, changes in the fair value of derivative instruments designated as cash flowhedges are deferred and recorded in other comprehensive income. These deferred gains orlosses are recognized in income when the underlying transactions being hedged impact earnings.The ineffective portion of these hedges is recognized in income currently. Changes in the fairvalue of derivative instruments that are not designated as hedges for accounting purposes arerecognized in income. The Company does not use derivatives for trading purposes. Readers arereferred to Note 12 for discussion on financial instruments.

Stock-based Compensation

Stock-based compensation expense represents the estimated fair value of equity-based andliability-classified awards granted to employees, adjusted for estimated forfeitures, and recognizedas an expense over the vesting period. Stock-based compensation expense is included in the lineitem Selling, general and administrative expenses on the consolidated statements of operationsand comprehensive income.

Equity awards with vesting based solely on a service condition are typically subject to gradedvesting, in that the awards vest 25% after the first year, 25% after the second year and 50% afterthe third year. For equity awards subject to graded vesting, the Company has elected to use theaccelerated recognition method. Accordingly, each vesting tranche is valued separately, and therecognition of stock-based compensation expense is more heavily weighted earlier in the vestingperiod. Stock-based compensation expense for equity awards that are subject to performance ormarket vesting conditions are typically recognized ratably over the vesting period. The Companyissues new shares to award recipients upon exercise of stock options or when the vestingcondition for restricted stock units (“RSU’s”) has been satisfied.

The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model.

For RSU’s subject to a service vesting condition, the fair value is equal to the market value of theCompany’s common stock on the date of grant, adjusted for the fair value of estimated dividendsas the restricted stock holder is not entitled to dividends over the vesting period. For RSU’ssubject to a scorecard performance vesting condition, the fair value is adjusted for changes in JHIplc’s common stock price at each balance sheet date until the end of the performance period. ForRSU’s subject to a market vesting condition, the fair value is estimated using a Monte CarloSimulation.

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Compensation expense recognized for liability-classified awards are based on the fair marketvalue of JHI plc’s common stock on the date of grant and recorded as a liability. The liability isadjusted for subsequent changes in JHI plc’s common stock price at each balance sheet date.

Earnings Per Share

The Company discloses basic and diluted earnings per share (“EPS”). Basic EPS is calculatedusing net income divided by the weighted average number of common shares outstanding duringthe period. Diluted EPS is similar to basic EPS except that the weighted average number ofcommon shares outstanding is increased to include the number of additional common sharescalculated using the Treasury Method that would have been outstanding if the dilutive potentialcommon shares, such as stock options and RSU’s, had been issued.

Basic and dilutive common shares outstanding used in determining net income per share are asfollows:

Years Ended 31 March(Millions of shares) 2016 2015 2014

Basic common shares outstanding 445.3 445.0 442.6

Dilutive effect of stock awards 1.9 1.4 2.0Diluted common shares outstanding 447.2 446.4 444.6

(US dollars) 2016 2015 2014

Net income per share - basic $ 0.55 $ 0.65 $ 0.22

Net income per share - diluted $ 0.55 $ 0.65 $ 0.22

Potential common shares of 1.3 million, 1.7 million and 1.9 million for the years ended 31 March2016, 2015 and 2014, respectively, have been excluded from the calculation of diluted commonshares outstanding because the effect of their inclusion would be anti-dilutive.

Unless they are anti-dilutive, RSU’s which vest solely based on continued employment areconsidered to be outstanding as of their issuance date for purposes of computing diluted EPS andare included in the calculation of diluted EPS using the Treasury Method. Once these RSU’s vest,they are included in the basic EPS calculation on a weighted-average basis.

RSU’s which vest based on performance or market conditions are considered contingent shares.At each reporting date prior to the end of the contingency period, the Company determines thenumber of contingently issuable shares to include in the diluted EPS calculation, as the number ofshares that would be issuable under the terms of the RSU arrangement, if the end of the reportingperiod were the end of the contingency period. Once these RSU’s vest, they are included in thebasic EPS calculation on a weighted-average basis.F

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Asbestos-related Accounting Policies

Asbestos Liability

The amount of the asbestos liability has been recognized by reference to (but not exclusivelybased upon) the most recent actuarial estimate of projected future cash flows as calculated byKPMG Actuarial Pty Ltd (“KPMGA”), who are engaged and appointed by AICF under the terms ofthe AFFA. Based on their assumptions, KPMGA arrived at a range of possible total future cashflows and calculated a central estimate, which is intended to reflect a probability-weightedexpected outcome of those actuarially estimated future cash flows projected by KPMGA to occurthrough 2077.

The Company recognizes the asbestos liability in the consolidated financial statements byreference to (but not exclusively based upon) the undiscounted and uninflated central estimate.The Company considered discounting when determining the best estimate under US GAAP. TheCompany has recognized the asbestos liability by reference to (but not exclusively based upon)the central estimate as undiscounted on the basis that it is the Company’s view that the timing andamounts of such cash flows are not fixed or readily determinable. The Company consideredinflation when determining the best estimate under US GAAP. It is the Company’s view that thereare material uncertainties in estimating an appropriate rate of inflation over the extended period ofthe AFFA. The Company views the undiscounted and uninflated central estimate as the bestestimate under US GAAP.

Adjustments in the asbestos liability due to changes in the actuarial estimate of projected futurecash flows and changes in the estimate of future operating costs of AICF are reflected in theconsolidated statements of operations and comprehensive income during the period in which theyoccur. Claims paid by AICF and claims-handling costs incurred by AICF are treated as reductionsin the accrued liability balances.

Insurance Receivable

The insurance receivable recorded by the Company has been recognized by reference to (but notexclusively based upon) the most recent actuarial estimate of recoveries expected from insurancepolicies and insurance companies with exposure to the asbestos claims, as calculated byKPMGA. The assessment of recoveries is based on the expected pattern of claims against suchpolicies less an allowance for credit risk based on credit agency ratings. The insurance receivablegenerally includes these cash flows as undiscounted and uninflated, however, where the timing ofrecoveries has been agreed with the insurer, the receivables are recorded on a discounted basis.The Company records insurance receivables that are deemed probable of being realized.

Adjustments in the insurance receivable due to changes in the actuarial estimate, or changes inthe Company’s assessment of recoverability are reflected in the consolidated statements ofoperations and comprehensive income during the period in which they occur. Insurancerecoveries are treated as a reduction in the insurance receivable balance.

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Workers’ Compensation

An estimate of the liability related to workers’ compensation claims is prepared by KPMGA as partof the annual actuarial assessment. This estimate contains two components, amounts that will bemet by a workers’ compensation scheme or policy, and amounts that will be met by the FormerJames Hardie Companies.

The estimated liability is included as part of the asbestos liability and adjustments to the estimateare reflected in the consolidated statements of operations and comprehensive income during theperiod in which they occur. Amounts that are expected to be paid by the workers’ compensationschemes or policies are recorded as workers’ compensation receivable. Adjustments to theworkers’ compensation liability result in an equal adjustment in the workers’ compensationreceivable recorded by the Company and have no effect on the consolidated statements ofoperations and comprehensive income.

Restricted Cash and Cash Equivalents

Cash and cash equivalents of AICF are reflected as restricted assets, as the use of these assetsis restricted to the settlement of asbestos claims and payment of the operating costs of AICF.Since cash and cash equivalents are highly liquid, the Company classifies these amounts as acurrent asset on the consolidated balance sheets.

Restricted Short-Term Investments

Short-term investments consist of highly liquid investments held in the custody of major financialinstitutions. All short-term investments are classified as available for sale and are recorded atmarket value using the specific identification method. Unrealized gains and losses on the marketvalue of these investments are included as a separate component of accumulated othercomprehensive income (loss). Realized gains and losses on short-term investments arerecognized in Other income on the consolidated statements of operations and comprehensiveincome.

Short-Term Debt

AICF has access to a secured loan facility (the “AICF Loan Facility”) made available by the NSWGovernment, which can be used by AICF to fund the payment of asbestos claims and certainoperating and legal costs of AICF and Former James Hardie Companies (together, the“Obligors”).

Interest accrues daily on amounts outstanding, is calculated based on a 365-day year and ispayable monthly. AICF may, at its discretion, elect to accrue interest payable on amountsoutstanding under the AICF Loan Facility on the date interest becomes due and payable.

Deferred Income Taxes

The Performing Subsidiary is able to claim a tax deduction for its contributions to AICF over a five-year period commencing in the year the contribution is incurred. Consequently, a deferred taxasset has been recognized equivalent to the anticipated tax benefit over the life of the AFFA.

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Adjustments are made to the deferred income tax asset as adjustments to the asbestos-relatedassets and liabilities are recorded.

Asbestos Adjustments

The asbestos adjustments reflected in the consolidated statements of operations andcomprehensive income reflect a change in the actuarial estimate of the asbestos liability,insurance receivables and AICF claims handling costs. Additionally, as the asbestos-relatedassets and liabilities are denominated in Australian dollars, the reported values of these asbestos-related assets and liabilities in the Company’s consolidated balance sheets in US dollars aresubject to adjustment depending on the closing exchange rate between the two currencies at thebalance sheet dates, the effect of which is also included in Asbestos adjustments in theconsolidated statements of operations and comprehensive income.

Asbestos Impact on Statement of Cash Flows


The asbestos adjustments, as recorded on the consolidated statements of operations (asdescribed above) is presented as a reconciling item from net income to cash flows from operatingactivities in the consolidated statements of cash flows.

Operating assets and liabilities related to Asbestos

Movements in the operating assets related to asbestos (asbestos liability, insurance receivable,restricted cash and cash equivalents, restricted short-term investments) recorded on the balancesheets are reflected in the cash flow from operating activities section of the consolidatedstatements of cash flows as a change in operating assets and liabilities.

Payment to AICF

Payments made to AICF, by the Performing Subsidiary, under the terms of the AFFA are reflectedin the consolidated statements of cash flows as a change in operating assets and liabilities.

AICF Loan Facility

Any drawings, repayments, or payments of accrued interest under the AICF Loan Facility, madeby AICF, are offset against movement in restricted cash in the cash flow from operating activitiessection of the consolidated statements of cash flows.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting StandardsUpdate (“ASU”) No. 2014-09, which provides guidance requiring companies to recognize revenuedepicting the transfer of goods or services to customers in amounts that reflect the payment towhich a company expects to be entitled in exchange for those goods or services. ASU No. 2014-09also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and

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cash flows arising from customer contracts, including significant judgments and changes injudgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU No. 2014-09is effective for annual reporting periods beginning after 15 December 2016, and interim periodswithin those years, and early adoption is not permitted. In August 2015, the FASB issuedASU No. 2015-14, which deferred the effective date of ASU No. 2014-09 to annual reporting periodsbeginning after 15 December 2017. Also, early adoption is permitted for annual reporting periodsbeginning after 15 December 2016. Companies may use either a full retrospective or a modifiedretrospective approach to adopt ASU No. 2014-09. In April 2016, the FASB issuedASU No. 2016-10, which provides clarification on identifying performance obligations and thelicensing implementation guidance, and has the same effective date and transition requirements forASU No. 2014-09. In May 2016, the FASB issued ASU No. 2016-11, which rescinds certainSEC observer comments in the revenue recognition guidance. The Company is currently evaluatingthe impact of the new guidance on its financial statements and has not yet selected a transitionapproach to implement these new standards.

In June 2014, the FASB issued ASU No. 2014-12, which provides explicit guidance on whether totreat a performance target that could be achieved after the requisite service period as aperformance condition that affects vesting, or as a nonvesting condition that affects the grant-datefair value of an award. The amendments in ASU No. 2014-12 are effective for fiscal years andinterim periods within those years, beginning after 15 December 2015. The Company will adoptASU 2014-12 prospectively, starting with the fiscal year beginning 1 April 2016. The Companydoes not expect this new standard to materially impact its consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, which provides explicit guidance about theaccounting for consolidation of certain legal entities. The amendments in ASU No. 2015-02 areeffective for fiscal years and interim periods within those years, beginning after 15 December2015, with early adoption permitted. The Company will adopt ASU 2015-02 starting with the fiscalyear beginning 1 April 2016. The Company does not expect this new standard to materially impactits consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, which requires that debt issuance costs relatedto a recognized debt liability be presented in the balance sheet as a direct deduction from thecarrying amount of that debt liability, consistent with debt discounts. The amendments in ASUNo. 2015-03 are effective for fiscal years and interim periods within those years, beginning after15 December 2015, with early adoption permitted. The new guidance shall be applied on aretrospective basis, wherein the balance sheet of each individual period presented should beadjusted to reflect the period-specific effects of applying the new guidance. The Company willadopt ASU 2015-03 starting with the fiscal year beginning 1 April 2016. The Company does notexpect this new standard to materially impact its consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11, which requires inventory to be measured at thelower of cost or realizable value. The amendments in ASU No. 2015-11 are effective for fiscalyears and interim periods within those years, beginning after 15 December 2016, with earlyadoption permitted. The new guidance shall be applied on a prospective basis. The Company willadopt ASU 2015-11 starting with the fiscal year beginning 1 April 2016. The Company does notexpect this new standard to materially impact its consolidated financial statements.

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In November 2015, the FASB issued ASU No. 2015-17, which requires all deferred tax assets andliabilities to be classified as noncurrent on the balance sheet. The amendments in ASUNo. 2015-17 are effective for fiscal years and interim periods within those years, beginning after15 December 2016, with early adoption permitted. The new guidance may be applied either on aprospective or retrospective basis. The Company adopted ASU 2015-17 prospectively, startingwith the quarter beginning 1 October 2015. Prior periods were not retrospectively adjusted for thischange in accounting principle.

In February 2016, the FASB issued ASU No. 2016-02, which provides guidance on the amount,timing, and uncertainty of cash flows arising from leases. New disclosures will include qualitativeand quantitative requirements to provide additional information about the amounts recorded in thefinancial statements. Lessor accounting will remain largely unchanged from current guidance,however ASU 2016-02 will provide improvements that are intended to align lessor accounting withthe lessee model and with updated revenue recognition guidance. The amendments in ASUNo. 2016-02 are effective for fiscal years and interim periods within those years, beginning after15 December 2018, with early adoption permitted. The Company is currently evaluating theimpact of the new guidance on its financial statements.

In March 2016, the FASB issued ASU No. 2016-09, which provides guidance to simplify severalaspects of the accounting for share-based payment transactions including the income taxconsequences, classification of awards as either equity or liabilities, and classification on thestatement of cash flows. The amendments in ASU No. 2016-09 are effective for fiscal years andinterim periods within those years, beginning after 15 December 2016, with early adoptionpermitted. An entity that elects early adoption must adopt all of the amendments in the sameperiod. Amendments related to the timing of when excess tax benefits are recognized, minimumstatutory withholding requirements, forfeitures, and intrinsic value shall be applied on a modifiedretrospective basis, wherein the beginning retained earnings in the period in which the guidance isadopted should include a cumulative-effect adjustment to reflect the effects of applying the newguidance. Amendments related to the presentation of employee taxes paid on the statements ofcash flows shall be applied retrospectively. Amendments requiring recognition of excess taxbenefits and tax deficiencies in the consolidated statements of operations and comprehensiveincome and the practical expedient for estimating term shall be applied prospectively. An entitymay elect to apply the amendments related to the presentation of excess tax benefits on thestatements of cash flows using either a prospective transition method or a retrospective transitionmethod. The Company is currently evaluating the impact of the new guidance on its financialstatements and has not yet selected the transition approaches to implement this new standard.

3. Cash and Cash Equivalents

Cash and cash equivalents include amounts on deposit in banks and cash invested temporarily invarious highly liquid financial instruments with original maturities of three months or less whenacquired.F

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Cash and cash equivalents consist of the following components:

31 March(Millions of US dollars) 2016 2015

Cash at bank and on hand $ 94.5 $ 60.0

Short-term deposits 12.6 7.0

Total cash and cash equivalents $ 107.1 $ 67.0

4. Restricted Cash and Cash Equivalents

Included in restricted cash and cash equivalents is US$5.0 million related to an insurance policyat 31 March 2016 and 2015, which restricts the cash from use for general corporate purposes.

5. Accounts and Other Receivables

Accounts and other receivables consist of the following components:


Trade receivables $ 169.6 $ 131.0

Other receivables and advances 4.8 3.1

Allowance for doubtful accounts (1.1) (0.8)

Total accounts and other receivables $ 173.3 $ 133.3

The collectability of accounts receivable, consisting mainly of trade receivables, is reviewed on anongoing basis. An allowance for doubtful accounts is provided for known and estimated bad debtsby analyzing specific customer accounts and assessing the risk of uncollectability based oninsolvency, disputes or other collection issues.

The following are changes in the allowance for doubtful accounts:


Balance at beginning of period $ 0.8 $ 1.0

Adjustment to provision 0.5 (0.1)

Write-offs, net of recoveries (0.2) (0.1)

Balance at end of period $ 1.1 $ 0.8

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6. Inventories

Inventories consist of the following components:


Finished goods $ 144.4 $ 150.6Work-in-process 5.7 6.6Raw materials and supplies 50.7 67.5Provision for obsolete finished goods and raw materials (7.8) (6.7)

Total inventories $ 193.0 $ 218.0

As of 31 March 2016 and 2015, US$32.1 million and US$28.6 million, respectively, of theCompany’s finished goods inventory balance was held at third-party locations.

7. Property, Plant and Equipment

Property, plant and equipment consist of the following components:

Machinery Construction(Millions of US dollars) and inCost or valuation: Land Buildings Equipment Progress 1 Total

At 31 March 2014 $ 28.7 $ 212.5 $ 961.1 $ 115.4 $ 1,317.7Additions 2 41.5 30.2 72.7 133.5 277.9Disposals 3 - (1.7) (6.6) - (8.3)Exchange differences - (1.2) (52.6) - (53.8)

At 31 March 2015 $ 70.2 $ 239.8 $ 974.6 $ 248.9 $ 1,533.5Additions 2 - 27.0 155.5 (103.9) 78.6Disposals 4 - (0.7) (65.8) (1.5) (68.0)Exchange differences (0.1) (0.1) (1.9) - (2.1)

At 31 March 2016 $ 70.1 $ 266.0 $ 1,062.4 $ 143.5 $ 1,542.0

Accumulated depreciation:

At 31 March 2014 $ - $ (80.9) $ (534.0) $ - $ (614.9)Charge for the year - (9.3) (60.9) - (70.2)Disposals 3 - 0.8 6.3 - 7.1Exchange differences - 1.2 23.4 - 24.6

At 31 March 2015 $ - $ (88.2) $ (565.2) $ - $ (653.4)

Charge for the year - (10.7) (65.6) - (76.3)Disposals 4 - 0.5 51.1 - 51.6Exchange differences - 0.2 2.9 - 3.1

At 31 March 2016 $ - $ (98.2) $ (576.8) $ - $ (675.0)

Net book amount:

At 31 March 2015 $ 70.2 $ 151.6 $ 409.4 $ 248.9 $ 880.1At 31 March 2016 $ 70.1 $ 167.8 $ 485.6 $ 143.5 $ 867.0

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1 Construction in progress is presented net of assets transferred into service.

2 Additions include US$3.2 million and US$1.7 million of capitalized interest for the years ended 31 March 2016 and2015, respectively.

3 This includes the accounting impact associated with the purchase of the Company’s previously leased facility atRosehill.

4 The US$16.4 million net book value of disposals include US$10.9 million of usage of replacement parts andUS$3.5 million of impairment charges on individual assets. The remaining net book value of disposals of US$2.0 millionis related to the disposal of assets no longer in use, and do not represent a sale of assets.

Depreciation expense for the years ended 31 March 2016, 2015 and 2014 was US$76.3 million,US$70.2 million and US$61.3 million, respectively.

Included in property, plant and equipment are restricted assets of AICF with a net book value ofUS$1.2 million and US$1.3 million as of 31 March 2016 and 2015, respectively.


The Company performs an asset impairment review on a quarterly basis in connection with itsassessment of production capabilities and the Company’s ability to meet market demand.

During the years ended 31 March 2016, 2015 and 2014, the Company recorded US$3.5 million,US$3.7 million and nil of impairment charges related to individual assets which is included in Costof goods sold on the consolidated statements of operations and comprehensive income.

8. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following components:


Trade creditors $ 77.2 $ 95.1

Accrued interest 6.3 5.8

Other creditors and accruals 43.7 48.7Total accounts payable and accrued liabilities $ 127.2 $ 149.6

9. Long-Term Debt

At 31 March 2016, the Company had two forms of debt; an unsecured revolving credit facility andsenior unsecured notes. The effective weighted average interest rate on the Company’s total debtwas 4.5% and 5.0% at 31 March 2016 and 31 March 2015, respectively. The weighted averageterm of all debt, including undrawn facilities, was 5.6 years and 4.4 years at 31 March 2016 and2015, respectively.

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Unsecured Revolving Credit Facility

In December 2015, James Hardie International Finance Limited and James Hardie BuildingProducts Inc., each a wholly-owned subsidiary of JHI plc, entered into a new US$500.0 millionunsecured revolving credit facility (the “Unsecured Revolving Credit Facility”) with certaincommercial banks and HSBC Bank USA, National Association, as administrative agent. TheUnsecured Revolving Credit Facility replaced prior bilateral loan facilities of US$590.0 million,which were scheduled to mature in 2016, 2017 and 2019. The Unsecured Revolving CreditFacility expires in December 2020 and the size of the facility may be increased by up to US$250.0million.

Debt issuance costs in connection with the Unsecured Revolving Credit Facility were recorded inPrepaid expenses and other current assets and Other assets on the Company’s consolidatedbalance sheets, and will be amortized as interest expense using the effective interest method overthe stated term of 5 years. At 31 March 2016, the Company’s total debt issuance costs have anunamortized balance of US$3.9 million.

The amount drawn under the Unsecured Revolving Credit Facility was US$190.0 million at31 March 2016. The amount drawn under the bilateral credit facilities was US$75.0 million at31 March 2015.

The effective weighted average interest rate on the Company’s total outstanding UnsecuredRevolving Credit Facility was 2.0% at 31 March 2016. The effective weighted average interest rateon the outstanding bilateral facilities was 1.4% at 31 March 2015. The term of the UnsecuredRevolving Credit Facility was 4.7 years at 31 March 2016.

Borrowings under the Unsecured Revolving Credit Facility bear interest at per annum rates equalto, at the borrower’s option, either: (i) the London Interbank Offered Rate (“LIBOR”) plus anapplicable margin for LIBOR loans; or (ii) a base rate plus an applicable margin for base rateloans. The base rate is calculated as the highest of (x) the rate that the administrative agentannounces from time to time as its prime lending rate, as in effect from time to time, (y) 1/2 of 1%in excess of the overnight Federal Funds Rate, and (z) LIBOR for an interest period of one monthplus 1.00%. The applicable margin for both base rate and LIBOR loans is calculated based on apricing grid that in each case is linked to the Company’s consolidated net leverage ratio. ForLIBOR Loans, the applicable margin ranges from 1.25% to 2.00%, and for base rate loans itranges from 0.25% to 1.00%. The Company also pays a commitment fee of between 0.20% and0.35% on the actual daily amount of the unutilized revolving loans. The applicable commitmentfee percentage is based on a pricing grid linked to our consolidated net leverage ratio.

In the event that James Hardie International Finance Limited’s or James Hardie InternationalGroup Limited’s, as applicable, long-term senior unsecured non-credit enhanced rating from eachof Standard & Poor’s Financial Group, a division of The McGraw Hill Companies (“S&P”), andMoody’s Investors Service, Inc. (“Moody’s”) is at least BBB- from S&P, and at least Baa3 fromMoody’s, at James Hardie International Finance Limited’s election, an alternate applicable ratemay be applied to new borrowing under the Unsecured Revolving Credit Facility as follows:(a) with respect to the commitment fee, 0.25% per annum; (b) with respect to LIBOR Loans,1.50% per annum rate; and (c) with respect to base rate loans, 0.50% per annum.

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The Unsecured Revolving Credit Facility is guaranteed by each of James Hardie InternationalGroup Limited and James Hardie Technology Limited, each of which are wholly-ownedsubsidiaries of JHI plc.

The Unsecured Revolving Credit Facility agreement contains certain covenants that, among otherthings, restrict James Hardie International Group Limited and its restricted subsidiaries’ ability toincur indebtedness and grant liens other than certain types of permitted indebtedness andpermitted liens, make certain restricted payments, and undertake certain types of mergers orconsolidations actions. In addition, the Unsecured Revolving Credit Facility contains financialcovenants that the Company: (i) must not exceed a maximum ratio of net debt to earnings beforeinterest, tax, depreciation and amortization, excluding all asbestos-related liabilities, assets,income, gains, losses and charges other than AICF payments, all AICF selling, general andadministrative (“SG&A”) expenses, all Australian Securities and Investment Commission (“ASIC”)-related expenses, all recoveries and asset impairments, and all New Zealand product liabilityexpenses and (ii) must meet or exceed a minimum ratio of earnings before interest, tax,depreciation and amortization to interest charges, excluding all income, expense and other profitand loss statement impacts of asbestos income, gains, losses and charges, all AICF SG&Aexpenses, all ASIC-related expenses, all recoveries and asset impairments, and all New Zealandproduct liability expenses. At 31 March 2016, the Company was in compliance with all covenantscontained in the Unsecured Revolving Credit Facility agreement.

Senior Unsecured Notes

In February 2015, James Hardie International Finance Limited, a wholly-owned subsidiary of JHIplc, completed the sale of US$325.0 million aggregate principal amount of senior unsecured notesdue 15 February 2023. Interest is payable semi-annually in arrears on 15 February and 15 Augustof each year, at a rate of 5.875%.

The senior notes were sold at an offering price of 99.213% of par value, an original issue discountof US$2.6 million. Debt issuance costs of US$8.3 million were recorded in Other Current andOther Non-Current Assets on the Company’s consolidated balance sheets in conjunction with theoffering. Both the discount and the debt issuance costs are being amortized as interest expenseusing the effective interest method over the stated term of 8 years. The discount and debtissuance costs have an unamortized balance of US$2.2 million and US$7.1 million at 31 March2016, respectively.

The senior notes are guaranteed by James Hardie International Group Limited, James HardieTechnology Limited and James Hardie Building Products Inc., each of which are wholly-ownedsubsidiaries of JHI plc.

The senior notes and guarantees are senior unsecured obligations of the issuer and guarantorsand rank equal in right of payment with all of the issuer’s and guarantors’ existing and futuresenior debt; rank senior in right of payment to all of the issuer’s and guarantors’ existing andfuture subordinated debt; are structurally subordinated to all liabilities of the Company’s existingand future subsidiaries that do not guarantee the senior notes; and are effectively subordinated inright of payment to all of the issuer’s and the guarantors’ secured indebtedness to the extent ofthe value of the assets securing such indebtedness.

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Before 15 February 2018, the issuer may redeem up to 35% of the aggregate principal amount ofthe senior notes with the net cash proceeds of certain equity offerings at a redemption price of105.875% of the principal amount plus accrued and unpaid interest, if any, up to but excluding,the redemption date. The issuer may also redeem some or all of the senior notes before15 February 2018 at a redemption price of 100% of the principal amount, plus accrued and unpaidinterest, plus a make whole premium equal to the greater of: (i) 1.0% of the principal amount ofsuch note; and (ii) the excess, if any, of (x) the present value of the sum of the principal amountand premium that would be payable on such note on 15 February 2018 and all remaining interestpayments to and including 15 February 2018, discounted on a semi-annual basis from15 February 2018 to the redemption date at a per annum interest rate equal to the applicabletreasury rate plus 50 basis points, over (y) the outstanding principal amount of such note.

On or after 15 February 2018, the issuer may redeem all or a part of the senior notes at any timeor from time to time at the redemption prices (expressed as percentages of the principal amount)set forth in the following table plus accrued and unpaid interest, if any, to the applicableredemption date, if redeemed during the 12-month period beginning 15 February, of the yearsindicated:

Year Percentage2018 104.406%2019 102.938%2020 101.469%2021 and thereafter 100.000%

In addition, if a change of control triggering event occurs with respect to the senior notes, asdefined in the indenture, the issuer may be required to offer to repurchase the notes at a priceequal to 101% of the principal amount of the senior notes, plus accrued and unpaid interest, ifany, to, but not including, the date of the purchase.

The indenture governing the senior notes contains covenants that, among other things, limit theability of the guarantors and their restricted subsidiaries to incur liens on assets, make certainrestricted payments, engage in certain sale and leaseback transactions and merge or consolidatewith or into other companies. These covenants are subject to certain exceptions and qualificationsas described in the indenture. At 31 March 2016, the Company was in compliance with all of itsrequirements under the indenture related to the senior notes.

Global Exchange Market Listing

On 19 March 2015, the senior notes were admitted to listing on the Global Exchange Market(“GEM”) which is operated by the Irish Stock Exchange. Interest paid on the James HardieInternational Finance Limited senior unsecured notes quoted on the GEM is not subject to Irishwithholding tax.F

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10. Product Warranties

The Company offers various warranties on its products, including a 30-year limited warranty oncertain of its fiber cement siding products in the United States. A typical warranty programrequires the Company to replace defective products within a specified time period from the date ofsale. It is possible that future warranty costs could differ from those estimates.

The following are the changes in the product warranty provision:

Years Ended 31 March(Millions of US dollars) 2016 2015Balance at beginning of period $ 35.2 $ 31.4

Accruals for product warranties 28.0 16.0

Settlements made in cash or in kind (17.9) (12.2)

Balance at end of period $ 45.3 $ 35.2

11. Asbestos

The AFFA was approved by shareholders in February 2007 to provide long-term funding to AICF.For a discussion of the AFFA and the accounting policies utilized by the Company related to theAFFA and AICF, see Note 2.


The asbestos adjustments included in the consolidated statements of operations andcomprehensive income comprise the following:


Change in estimates:Change in actuarial estimate - asbestos liability $ 2.4 $ (129.0) $ (340.3)Change in actuarial estimate - insurance receivable 4.5 16.6 31.2Change in estimate - AICF claims-handling costs 1.2 1.1 0.9

Subtotal - Change in estimates 8.1 (111.3) (308.2)Recovery of Insurance Receivables - - 15.2

(Loss) gain on foreign currency exchange (2.6) 144.7 97.2

Total Asbestos Adjustments $ 5.5 $ 33.4 $ (195.8)For

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Actuarial Study; Claims Estimate

AICF commissioned an updated actuarial study of potential asbestos-related liabilities as of31 March 2016. Based on KPMGA’s assumptions, KPMGA arrived at a range of possible totalcash flows and calculated a central estimate, which is intended to reflect a probability-weightedexpected outcome of those actuarially estimated future cash flows.

The following table sets forth the central estimates, net of insurance recoveries, calculated byKPMGA as of 31 March 2016:

Year Ended 31 March 2016

(Billions of US and Australian dollars, respectively) US$ A$

Central Estimate - Discounted and Inflated 1.458 1.904Central Estimate - Undiscounted but Inflated 1.858 2.427Central Estimate - Undiscounted and Uninflated 1.098 1.434

The asbestos liability has been revised to reflect the most recent actuarial estimate prepared byKPMGA as of 31 March 2016.

In estimating the potential financial exposure, KPMGA has made a number of assumptions,including, but not limited to, assumptions related to the total number of claims that are reasonablyestimated to be asserted through 2077, the typical cost of settlement (which is sensitive to, amongother factors, the industry in which a plaintiff claims exposure, the alleged disease type and thejurisdiction in which the action is brought), the legal costs incurred in the litigation of such claims,the rate of receipt of claims, the settlement strategy in dealing with outstanding claims and thetiming of settlements.

Due to inherent uncertainties in the legal and medical environment, the number and timing offuture claim notifications and settlements, the recoverability of claims against insurance contracts,and estimates of future trends in average claim awards, as well as the extent to which the abovenamed entities will contribute to the overall settlements, the actual liability could differ materiallyfrom that which is currently recorded.

The potential range of costs as estimated by KPMGA is affected by a number of variables such asnil settlement rates, peak year of claims, past history of claims numbers, average settlementrates, past history of Australian asbestos-related medical injuries, current number of claims,average defense and plaintiff legal costs, base wage inflation and superimposed inflation. Thepotential range of losses disclosed includes both asserted and unasserted claims.

A sensitivity analysis performed by KPMGA to determine how the actuarial estimates wouldchange if certain assumptions (i.e., the rate of inflation and superimposed inflation, the averagecosts of claims and legal fees, and the projected numbers of claims) were different from theassumptions used to determine the central estimates. The sensitivity analysis performed in theactuarial report is specifically in regards to the discounted but inflated central estimate and theundiscounted but inflated central estimate. This analysis shows that the discounted (but inflated)central estimates could be in a range of A$1.4 billion (US$1.0 billion) to A$3.4 billion (US$2.6billion). The undiscounted (but inflated) estimates could be in a range of A$1.7 billion (US$1.3

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billion) to A$4.7 billion (US$3.6 billion) as of 31 March 2016. The actual cost of the liabilities couldbe outside of that range depending on the results of actual experience relative to the assumptionsmade.

During fiscal year 2016, mesothelioma claims reporting activity was marginally below actuarialexpectations for the first year in the past four years. One of the more significant assumptions isthe estimated peak period of reported mesothelioma disease claims, which is currently assumedto occur in the peak period 2014/2015 to 2016/2017. Potential variation in this estimate has animpact much greater than the other assumptions used to derive the discounted central estimate.In performing the sensitivity assessment of the estimated period of peak claims reporting formesothelioma, if the peak claims reporting period was shifted two years from the currentlyassumed 2016/2017 (i.e. assuming that claim reporting begins to reduce after 2018/2019),together with increased claims reporting from 2026/2027 onwards, relative to current actuarialprojections, the discounted central estimate could increase by approximately 30% on adiscounted basis.

At 31 March 2016, KPMGA has formed the view that, due to the stable claims reporting in fiscalyear 2016, no change to the assumption of mesothelioma claims is required. However, changesto the valuation assumptions may be necessary in future periods should mesothelioma claimsreporting escalate or decline.

Claims Data

The following table shows the activity related to the numbers of open claims, new claims andclosed claims during each of the past five years and the average settlement per settled claim andcase closed:

For the Years Ended 31 March2016 2015 2014 2013 2012

Number of open claims at beginning of period 494 466 462 592 564

Number of new claims 577 665 608 542 456

Number of closed claims 645 637 604 672 428

Number of open claims at end of period 426 494 466 462 592

Average settlement amount per settled claim A$ 248,138 A$ 254,209 A$ 253,185 A$ 231,313 A$ 218,610

Average settlement amount per case closed A$ 218,900 A$ 217,495 A$ 212,944 A$ 200,561 A$ 198,179

Average settlement amount per settled claim US$ 182,763 US$ 222,619 US$ 236,268 US$ 238,615 US$ 228,361

Average settlement amount per case closed US$ 161,229 US$ 190,468 US$ 198,716 US$ 206,892 US$ 207,019

Under the terms of the AFFA, the Company has rights of access to actuarial information producedfor AICF by the actuary appointed by AICF, which is currently KPMGA. The Company’sdisclosures with respect to claims statistics are subject to it obtaining such information, however,the AFFA does not provide the Company an express right to audit or otherwise requireindependent verification of such information or the methodologies to be adopted by the approvedactuary. As such, the Company relies on the accuracy and completeness of the information andanalysis of the approved actuary when making disclosures with respect to claims statistics.

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Asbestos-Related Assets and Liabilities

The Company has included on its consolidated balance sheets the asbestos-related assets andliabilities of AICF under the terms of the AFFA. These amounts are detailed in the table below,and the net total of these asbestos-related assets and liabilities is referred to by the Company asthe “Net AFFA Liability.”


Asbestos liability – current $ (125.9) $ (131.6)Asbestos liability – non-current (1,176.3) (1,290.0)

Asbestos liability – Total (1,302.2) (1,421.6)

Insurance receivable – current 16.7 16.7Insurance receivable – non-current 149.0 161.9

Insurance receivable – Total 165.7 178.6

Workers’ compensation asset – current 4.1 4.5Workers’ compensation asset – non-current 46.8 45.5Workers’ compensation liability – current (4.1) (4.5)Workers’ compensation liability – non-current (46.8) (45.5)

Workers’ compensation – Total - -

Loan facility (50.7) (13.6)Other net liabilities (1.0) (1.5)Restricted cash and cash equivalents and restricted

short-term investment assets of AICF 17.0 22.0

Net AFFA liability $ (1,171.2) $ (1,236.1)

Deferred income taxes – current - 15.9Deferred income taxes – non-current 384.9 389.3

Deferred income taxes – Total 384.9 405.2

Income tax payable 19.6 19.2

Net Unfunded AFFA liability, net of tax $ (766.7) $ (811.7)

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The following is a detailed rollforward of the Net Unfunded AFFA liability, net of tax, for the yearended 31 March 2016:

(Millions of US dollars) AsbestosLiability

InsuranceReceivables

Deferred TaxAssets

Other LoanFacilities

RestrictedCash and

Investments

OtherAssets andLiabilities1

Net UnfundedAFFA Liability,

net of tax

Opening Balance - 31 March 2015 $ (1,421.6) $ 178.6 $ 405.2 $ (13.6) $ 22.0 $ 17.7 $ (811.7)Asbestos claims paid2 113.9 (113.9) -Payment received in accordance with AFFA 62.8 62.8AICF claims-handling costs incurred (paid) 1.2 (1.2) -AICF operating costs paid - non claims-handling (1.7) (1.7)Change in actuarial estimate 2.4 4.5 6.9Change in claims handling cost estimate 1.2 1.2Insurance recoveries (17.2) 17.2 -Movement in Income Tax Payable (18.9) (0.6) (19.5)Funds received from NSW under loan agreement (60.5) 60.5 -Funds repaid to NSW under loan agreement 27.3 (27.3) -Other movements (1.7) - (0.7) 0.3 (2.1)Effect of foreign exchange 0.7 (0.2) 0.3 (3.9) (0.7) 1.2 (2.6)

Closing Balance - 31 March 2016 $ (1,302.2) $ 165.7 $ 384.9 $ (50.7) $ 17.0 $ 18.6 $ (766.7)

1 Other assets and liabilities include an offset to income tax payable of US$19.6 million and US$19.2 million at 31 March2016 and 2015, respectively. The remaining balance includes the other assets and liabilities of AICF, with a net liabilityof US$1.0 million and US$1.5 million at 31 March 2016 and 2015, respectively.

2 Claims paid of US$113.9 million reflects A$154.7 million converted at the average exchange rate for the period basedon the assumption that these transactions occurred evenly throughout the period.

AICF Funding

On 1 July 2015, the Company made a payment of A$81.1 million (US$62.8 million) to AICF,representing 35% of its free cash flow for fiscal year 2015. For the 1 July 2015 payment, free cashflow, as defined in the AFFA, was equivalent to the Company’s fiscal year 2015 operating cashflows of US$179.5 million.

On 1 July 2014, the Company made a payment of A$119.9 million (US$113.0 million) to AICF,representing 35% of its free cash flow for fiscal year 2014. For the 1 July 2014 payment, free cashflow, as defined in the AFFA, was equivalent to the Company’s fiscal year 2014 operating cashflows of US$322.8 million.

On 2 April 2012, in accordance with arrangements agreed with the NSW Government and AICF,the Company contributed US$138.7 million (A$132.3 million) to AICF, with a further contribution ofUS$45.4 million (A$45.2 million) on 2 July 2012, in accordance with the terms of the AFFA. Totalcontributions for the year ended 31 March 2013 were US$184.1 million (A$177.5 million). Inaccordance with the terms of the AFFA, and the arrangements agreed with the NSW Governmentand AICF for an early contribution based on the Company’s free cash flow for the fiscal yearended 31 March 2012, the Company did not make a contribution to AICF in fiscal year 2014 inrespect of the free cash flow for the fiscal year ended 31 March 2013.

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AICF – NSW Government Secured Loan Facility

AICF may borrow, subject to certain conditions, up to an aggregate amount of A$320.0 million(US$245.0 million, based on the exchange rate at 31 March 2016). The AICF Loan Facility isavailable to be drawn for the payment of claims through 1 November 2030, at which point, alloutstanding borrowings must be repaid. Borrowings made under the AICF Loan Facility areclassified as current, as AICF intends to repay the debt within one year.

At 31 March 2016 and 2015, AICF had an outstanding balance under the AICF Loan Facility ofUS$50.7 million and US$13.6 million, respectively.

To the extent the NSW Government sources funding for the AICF Loan Facility from theCommonwealth of Australia (the “Commonweath”), the interest rate on the AICF Loan Facility iscalculated by reference to the cost of NSW’s borrowings from the Commonwealth for thatpurpose, being calculated with reference to the Commonwealth Treasury fixed coupon bond ratefor a period determined as appropriate by the Commonwealth.

To the extent that NSW’s source of funding is not from the Commonwealth, the interest rate ondrawings under the AICF Loan Facility is calculated as (i) during the period to (but excluding)1 May 2020, a yield percent per annum calculated at the time of the first drawdown of the AICFLoan Facility by reference to the NSW Treasury Corporation’s 6% 1/05/2020 Benchmark Bonds,(ii) during the period after 1 May 2020, a yield percent per annum calculated by reference to NSWTreasury Corporation bonds on issue at that time and maturing in 2030, or (iii) in any case, if therelevant bonds are not on issue, a yield percent per annum in respect of such other source offunding for the AICF Loan Facility determined by the NSW Government in good faith to be used toreplace those bonds, including any guarantee fee payable to the Commonwealth in respect of thebonds (where the bonds are guaranteed by the Commonwealth) or other source of funding.

Under the AICF Loan Facility, the Former James Hardie Companies each guarantee the paymentof amounts owed by AICF and AICF’s performance of its obligations under the AICF Loan Facility.Each Obligor has granted the NSW Government a security interest in certain property includingcash accounts, proceeds from insurance claims, payments remitted by the Company to AICF andcontractual rights under certain documents including the AFFA. Each Obligor may not deal withthe secured property until all amounts outstanding under the AICF Loan Facility are paid, exceptas permitted under the terms of the security interest.

Under the terms of the AICF Loan Facility, each Obligor must, upon receipt of proceeds frominsurance claims and payments remitted by the Company under the AFFA, apply all of suchproceeds in repayment of amounts owing under the AICF Loan Facility. NSW may, at its solediscretion, waive or postpone (in such manner and for such period as it determines) therequirement for the Obligors to apply proceeds of insurance claims and payments remitted by theCompany to repay amounts owed under the AICF Loan Facility to ensure AICF has sufficientliquidity to meet its future cash flow needs.

The Obligors are subject to certain operating covenants under the AICF Loan Facility and theterms of the security interest, including, without limitation, (i) positive covenants relating toproviding corporate reporting documents, providing particular notifications and complying with the

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terms of the AFFA, and (ii) negative covenants restricting them from voiding, cancelling, settling,or adversely affecting existing insurance policies, disposing of assets and granting security tosecure any other financial indebtedness, other than in accordance with the terms and conditionsof the AICF Loan Facility.

Upon an event of default, NSW may cancel the commitment and declare all amounts outstandingas immediately due and payable. The events of default include, without limitation, failure to pay orrepay amounts due in accordance with the AICF Loan Facility, breach of covenants,misrepresentation, cross default by an Obligor and an adverse judgment (other than a personalasbestos or Marlew claim) against an Obligor.

12. Derivative Instruments

The Company uses derivatives for risk management purposes and does not engage inspeculative activity. A key risk management objective for the Company is to mitigate interest raterisk associated with the Company’s external credit facilities and foreign currency risk primarily withrespect to transactions denominated in foreign currencies. The determination of whether theCompany enters into a derivative transaction to achieve these risk management objectivesdepends on a number of factors, including market related factors that impact the extent to whichderivative instruments will achieve such risk management objectives of the Company.

The Company may from time to time enter into interest rate swap contracts to protect againstupward movements in US Dollar LIBOR and the associated interest the Company pays on itsexternal credit facilities. Interest rate swaps are recorded in the financial statements at fair value.Changes in fair value are recorded on the consolidated statements of operations andcomprehensive income in Other income (expense).

The Company uses foreign currency forward contracts and enters into hedging relationships fromtime to time in order to mitigate exposure to foreign currency fluctuations. Changes in the fairvalue of forward contracts that are not designated as hedges are recorded in earnings withinOther income (expense) at each measurement date.

Interest Rate Swaps

For interest rate swap contracts, the Company has agreed to pay fixed interest rates whilereceiving a floating interest rate. At 31 March 2016 and 2015, the Company had interest rate swapcontracts with a total notional principal of US$100.0 million and US$125.0 million, respectively.

At 31 March 2016, the weighted average fixed interest rate of these contracts is 2.0% and theweighted average remaining life is 3.4 years. These contracts have a fair value of US$3.7 millionand US$3.1 million at 31 March 2016 and 2015, respectively, which is included in Accountspayable. For the years ended 31 March 2016, 2015 and 2014, the Company included in Otherincome (expense) an unrealized loss of US$0.6 million, an unrealized loss of US$2.6 million andan unrealized gain of US$0.8 million, respectively, on interest rate swap contracts. Included inInterest expense is a realized loss on interest rate swap contracts of US$1.9 million,US$1.3 million and US$0.6 million for the years ended 31 March 2016, 2015 and 2014,respectively.

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Foreign Currency Forward Contracts

The Company uses foreign currency forward contracts and enters into hedging relationships fromtime to time in order to mitigate exposure to foreign currency fluctuations. When achievable, theseinstruments are designated as hedges and treated as a cash flow hedging arrangement foraccounting purposes. In September 2013, the Company entered into foreign currency forwardcontracts designated as hedges in order to mitigate exposure associated with the anticipatedpurchases of production assets denominated in a foreign currency in a future period. During theyear ended 31 March 2015, the Company elected to de-designate all of its foreign currencyforward contracts that had been previously designated as cash flow hedges, and elected todiscontinue hedge accounting. The foreign currency forward contracts which were previouslydesignated as hedges and de-designated during fiscal year 2015 had a gain classified in othercomprehensive income of US$0.3 million at 31 March 2016 and 2015. The gains are reclassifiedinto earnings in correspondence to the depreciation schedule of the underlying equipmentpurchases which were hedged.

Changes in the fair value of forward contracts that are not designated as hedges are recorded inearnings within Other income (expense) at each measurement date. As discussed above, thesederivatives are typically entered into as economic hedges of changes in currency exchange rates.Gains or losses related to the derivative are recorded in income, based on the Company’saccounting policy. In general, the earnings effects of the item that represent the economic riskexposure are recorded in the same caption as the derivative. For the years ended 31 March 2016and 2015, the forward contracts not designated as a cash flow hedging arrangement had anunrealized gain of US$0.9 million and an unrealized loss of US$2.3 million, respectively.

The notional amount of interest rate swap contracts and foreign currency forward contractsrepresents the basis upon which payments are calculated and are reported on a net basis when alegal and enforceable right of set-off exists. The following table sets forth the total outstandingnotional amount and the fair value of the Company’s derivative instruments held at 31 March 2016and 2015.

Fair Value as of(Millions of US dollars) Notional Amount 31 March 2016 31 March 2015

31 March 2016 31 March 2015 Assets Liabilities Assets Liabilities

Derivatives not

accounted for as

hedges

Interest rate swapcontracts 100.0 125.0 - 3.7 - 3.1

Foreign currencyforward contracts 0.4 3.6 - - - 0.2

Total $ 100.4 $ 128.6 $ - $ 3.7 $ - $ 3.3

13. Fair Value Measurements

Assets and liabilities of the Company that are carried at fair value are classified in one of thefollowing three categories:

Level 1 Quoted market prices in active markets for identical assets and liabilities that theCompany has the ability to access at the measurement date;

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Level 2 Observable market-based inputs or unobservable inputs that are corroborated bymarket data for the asset or liability at the measurement date;

Level 3 Unobservable inputs that are not corroborated by market data used when there isminimal market activity for the asset or liability at the measurement date.

Fair value measurements of assets and liabilities are assigned a level within the fair valuehierarchy based on the lowest level of any input that is significant to the fair value measurement inits entirety.

At 31 March 2016, the Company’s financial instruments consist primarily of cash and cashequivalents, restricted cash and cash equivalents, trade receivables, trade payables, unsecuredrevolving credit facility, senior unsecured notes, interest rate swaps and foreign currency forwardcontracts.

Cash and Cash Equivalents, Restricted cash and cash equivalents, Trade receivables, Tradepayables, Dividend payables and Unsecured Revolving Credit Facility - The carrying amounts forthese items approximates their respective fair values due to the short term nature of theseinstruments.

Senior unsecured notes - The Company’s senior unsecured notes have an estimated fair value ofUS$329.1 million at 31 March 2016 based on the trading price observed in the market at or nearthe balance sheet date and are categorized as Level 1 within the fair value hierarchy.

Interest rate swaps - The fair value of interest rate swap contracts is calculated based on the fixedrate, notional principal, settlement date and present value of the future cash inflows and outflowsbased on the terms of the agreement and the future floating interest rates as determined by afuture interest rate yield curve. The model used to value the interest rate swap contracts is basedupon well recognized financial principles, and interest rate yield curves can be validated throughreadily observable data by external sources. Although readily observable data is used in thevaluations, different valuation methodologies could have an effect on the estimated fair value.Accordingly, the interest rate swap contracts are categorized as Level 2.

Foreign currency forward contracts - The Company’s foreign currency forward contracts are valuedusing models that maximize the use of market observable inputs including interest rate curves andboth forward and spot prices for currencies and are categorized as Level 2 within the fair valuehierarchy. At 31 March 2016, the fair value of the forward currency forward contracts was nil.

The following table sets forth by level within the fair value hierarchy, the Company’s financialassets and liabilities that were accounted for at fair value on a recurring basis at 31 March 2016according to the valuation techniques the Company used to determine their fair values.

Fair Value at31 March 2016

Fair Value MeasurementsUsing Inputs Considered as

(Millions of US dollars) Level 1 Level 2 Level 3

Interest rate swap contracts included in AccountsPayable $ 3.7 $ - $ 3.7 $ -

Total Liabilities $ 3.7 $ - $ 3.7 $ -

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14. Commitments and Contingencies

The Company is involved from time to time in various legal proceedings and administrativeactions related to the normal conduct of its business, including general liability claims, putativeclass action lawsuits and litigation concerning its products.

Although it is impossible to predict the outcome of any pending legal proceeding, managementbelieves that such proceedings and actions should not, individually or in the aggregate, have amaterial adverse effect on the Company’s consolidated financial position, results of operations orcash flows, except as they relate to asbestos and New Zealand product liability claims asdescribed in these consolidated financial statements.

New Zealand Weathertightness Claims

Since fiscal year 2002, the Company’s New Zealand subsidiaries have been and continue to bejoined in a number of weathertightness claims in New Zealand that relate to residential buildings(single dwellings and apartment complexes) and a small number of non-residential buildings,primarily constructed from 1998 to 2004. The claims often involve multiple parties and allege thatlosses were incurred due to excessive moisture penetration of the buildings’ structures. Theclaims typically include allegations of poor building design, inadequate certification of plans,inadequate construction review and compliance certification and deficient work by sub-contractors.

The Company recognizes a liability for both asserted and unasserted New Zealandweathertightness claims in the period in which the loss becomes probable and estimable. Theamount of reasonably possible loss is dependent on a number of factors including, withoutlimitation, the specific facts and circumstances unique to each claim brought against theCompany’s New Zealand subsidiaries, the existence of any co-defendants involved in defendingthe claim, the solvency of such co-defendants (including the ability of such co-defendants toremain solvent until the related claim is ultimately resolved), the availability of claimantcompensation under a government compensation scheme, the amount of loss estimated to beallocable to the Company’s New Zealand subsidiaries and the extent to which the co-defendantsand the Company’s New Zealand subsidiaries have access to third-party recoveries to cover aportion of the costs incurred in defending and resolving such actions. In addition to the abovelimitations, the total loss incurred is also dependent on the manner and extent to which statutorylimitation periods will apply to any received claims.

Historically, the Company’s New Zealand subsidiaries have been joined to these claims as one ofseveral co-defendants, including local government entities responsible for enforcing buildingcodes and practices, resulting in the Company’s New Zealand subsidiaries becoming liable foronly a portion of each claim. In addition, the Company’s New Zealand subsidiaries have hadaccess to third-party recoveries to defray a portion of the costs incurred in resolving such claims.However, in 2015 the Company’s New Zealand subsidiaries were named as the sole defendantsin four claims on behalf of multiple defendants, each of which allege that the subsidiaries’products were inherently defective.

The Company has established a provision for asserted and unasserted New Zealandweathertightness claims within the current portion of Other liabilities, with a corresponding

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estimated receivable for third-party recoveries being recognized within Accounts and otherreceivables. At 31 March 2016 and 2015, the amount of the provision for New Zealandweathertightness claims, net of estimated third-party recoveries, was US$1.8 million andUS$2.0 million, respectively.

The estimated loss for these matters, net of estimated third-party recoveries, incorporatesassumptions that are subject to the foregoing uncertainties and are principally derived from, butnot exclusively based on, historical claims experience together with facts and circumstancesunique to each claim. If the nature and extent of the resolution of claims in future periods differfrom the historical claims experience, then the actual amount of loss may be materially higher orlower than estimated losses accrued at 31 March 2016.

Environmental and Legal

The operations of the Company, like those of other companies engaged in similar businesses, aresubject to a number of laws and regulations on air and water quality, waste handling and disposal.The Company’s policy is to accrue for environmental costs when it is determined that it isprobable that an obligation exists and the amount can be reasonably estimated.

Operating Leases

As the lessee, the Company principally enters into property, building and equipment leases. Thefollowing are future minimum lease payments for non-cancellable operating leases having aremaining term in excess of one year at 31 March 2016:

Years ending 31 March (Millions of US dollars):

2017 $ 18.02018 15.02019 11.82020 8.32021 3.3Thereafter 4.2

Total $ 60.6

Rental expense amounted to US$16.9 million, US$16.7 million and US$18.0 million for the yearsended 31 March 2016, 2015 and 2014, respectively.

Capital Commitments

Commitments for the acquisition of plant and equipment and other purchase obligationscontracted for but not recognized as liabilities and generally payable within one year, were nil at31 March 2016.

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15. Income Taxes

Income tax (expense) benefit includes income taxes currently payable and those deferredbecause of temporary differences between the financial statement and tax bases of assets andliabilities. Income tax (expense) benefit consists of the following components:


Income from operations before incometaxes:

Domestic $ 150.1 $ 145.5 $ 141.6Foreign 180.4 177.1 (87.0)

Total income before income taxes $ 330.5 $ 322.6 $ 54.6

Income tax expenseCurrent:

Domestic $ (12.6) $ (11.9) $ (8.9)Foreign (59.2) (39.3) (9.7)

Current income tax expense (71.8) (51.2) (18.6)

Deferred:Domestic (5.6) (3.7) (3.3)Foreign (8.7) 23.6 66.8

Deferred income tax (expense) benefit (14.3) 19.9 63.5

Total income tax (expense) benefit $ (86.1) $ (31.3) $ 44.9

Income tax (expense) benefit computed at the statutory rates represents taxes on incomeapplicable to all jurisdictions in which the Company conducts business, calculated at the statutoryincome tax rate in each jurisdiction multiplied by the pre-tax income attributable to that jurisdiction.

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Income tax (expense) benefit is reconciled to the tax at the statutory rates as follows:

Years Ended 31 March(Millions of US dollars) 2016 2015 2014Income tax (expense) benefit at statutory tax

rates $ (79.1) $ (75.0) $ 6.2US state income taxes, net of the federal

benefit (3.6) (2.4) (1.8)Asbestos adjustments (0.8) 48.3 30.2Expenses not deductible (2.0) (3.4) (2.1)Non-assessable items 1.9 0.5 0.6US manufacturing deduction 4.1 2.6 1.2Foreign taxes on domestic income (5.7) (0.7) -Amortization of intangibles 2.9 2.8 1.7Taxes on foreign income (7.4) (4.5) (2.9)Tax assessment in dispute - - 10.7Other items 3.6 0.5 1.1

Total income tax (expense) benefit $ (86.1) $ (31.3) $ 44.9

Effective tax rate 26.1% 9.7% (82.2%)

Deferred tax balances consist of the following components:


Deferred tax assets:Asbestos liability $ 384.9 $ 405.2Other provisions and accruals 49.0 46.3Net operating loss carryforwards 24.2 17.0Foreign tax credit carryforwards 112.4 107.0

Total deferred tax assets 570.5 575.5Valuation allowance (115.0) (113.0)

Total deferred tax assets, net of valuationallowance 455.5 462.5

Deferred tax liabilities:Depreciable and amortizable assets (117.4) (112.3)Other (9.4) (3.7)

Total deferred tax liabilities (126.8) (116.0)

Net deferred tax assets $ 328.7 $ 346.5

Deferred income taxes include European and Australian net operating loss carry-forwards. At31 March 2016 the Company had European tax loss carry-forwards of approximatelyUS$6.8 million and Australian tax loss carry-forwards of approximately US$17.3 million, that are

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available to offset future taxable income in the respective jurisdiction. The Company establishes avaluation allowance against a deferred tax asset if it is more likely than not that some portion or allof the deferred tax asset will not be realized.

The European tax loss carry-forwards relate to losses incurred in prior years during theestablishment of the European business. At 31 March 2016, the Company had a valuationallowance against a portion of the European tax loss carry-forwards in respect of which realizationis not more likely than not. During the year ended 31 March 2016, the Company reversed avaluation allowance of US$4.2 million for a portion of its European tax loss carry-forwards forwhich realization is now more likely than not. At 31 March 2016, the Company had European taxloss carry-forwards of approximately US$6.8 million that are available to offset future taxableincome, of which US$4.2 million will never expire. Carry-forwards of US$2.6 million will expire infiscal years 2017 through 2025.

The Australian tax loss carry-forwards primarily result from current and prior year tax deductionsfor contributions to AICF. James Hardie 117 Pty Limited, the performing subsidiary under theAFFA, is able to claim a tax deduction for its contributions to AICF over a five-year periodcommencing in the year the contribution is incurred. At 31 March 2016, the Company recognizeda tax deduction of US$63.0 million (A$85.5 million) for the current year relating to totalcontributions to AICF of US$411.4 million (A$427.4 million) incurred in tax years 2012 through2016.

At 31 March 2016, the Company had foreign tax credit carry-forwards of US$112.4 million that areavailable to offset future taxes payable. At 31 March 2016, the Company had a 100% valuationallowance against the foreign tax credit carry-forwards.

In determining the need for and the amount of a valuation allowance in respect of the Company’sasbestos related deferred tax asset, management reviewed the relevant empirical evidence,including the current and past core earnings of the Australian business and forecast earnings ofthe Australian business considering current trends. Although realization of the deferred tax assetwill occur over the life of the AFFA, which extends beyond the forecast period for the Australianbusiness, Australia provides an unlimited carry-forward period for tax losses. Based uponmanagements’ review, the Company believes that it is more likely than not that the Company willrealize its asbestos related deferred tax asset and that no valuation allowance is necessary as of31 March 2016. In the future, based on review of the empirical evidence by management at thattime, if management determines that realization of its asbestos related deferred tax asset is notmore likely than not, the Company may need to provide a valuation allowance to reduce thecarrying value of the asbestos related deferred tax asset to its realizable value.

Income taxes payable represents taxes currently payable which are computed at statutory incometax rates applicable to taxable income derived in each jurisdiction in which the Company conductsbusiness.

At 31 March 2016, the Company had income taxes currently payable of US$4.8 million, aftertaking into account total income tax and withholding tax paid, net of refunds received, during theyear ended 31 March 2016 of US$57.8 million. Income taxes were paid in Canada, Ireland,New Zealand, the Philippines and the United States. Withholding taxes were paid or refunded inAustralia, Canada, New Zealand, the Philippines and the United States.

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At 31 March 2016 the Company intends to indefinitely reinvest the undistributed earnings ofapproximately US$200 million of a certain subsidiary owned by its US subsidiary, and has notprovided for taxes that would be payable upon remittance of those earnings. The amount of thepotential deferred tax liability related to these undistributed earnings is impracticable to determineat this time.

Due to the size and nature of its business, the Company is subject to ongoing reviews by taxingjurisdictions on various tax matters. The Company accrues for tax contingencies based upon itsbest estimate of the taxes ultimately expected to be paid, which it updates over time as moreinformation becomes available. Such amounts are included in taxes payable or other non-currentliabilities, as appropriate. If the Company ultimately determines that payment of these amounts isunnecessary, the Company reverses the liability and recognizes a tax benefit during the period inwhich the Company determines that the liability is no longer necessary. The Company recordsadditional tax expense in the period in which it determines that the recorded tax liability is lessthan the ultimate assessment it expects.

The Company or its subsidiaries files income tax returns in various jurisdictions including Ireland,the United States, Australia, New Zealand, the Philippines and The Netherlands. The Company isno longer subject to US federal examinations by US Internal Revenue Service (“IRS”) for taxyears prior to tax year 2013 and Australian federal examinations by the Australian Taxation Office(“ATO”) for tax years prior to tax year 2012.

Taxing authorities from various jurisdictions in which the Company operates are in the process ofreviewing and auditing the Company’s respective jurisdictional tax returns for various ranges ofyears. The Company accrues tax liabilities in connection with ongoing audits and reviews basedon knowledge of all relevant facts and circumstances, taking into account existing tax laws, itsexperience with previous audits and settlements, the status of current tax examinations and howthe tax authorities view certain issues.

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Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits and interest andpenalties are as follows:

(US$ millions) Unrecognizedtax benefits

Interest andPenalties

Balance at 31 March 2013 $ 1.5 $ 0.1

Additions for tax positions of the current year 0.1 -

Additions for tax positions of prior year 0.1 -

Settlements paid during the current period (1.2) -

Other reductions for the tax positions of prior periods - (0.1)

Balance at 31 March 2014 $ 0.5 $ -

Additions for tax positions of the current year 4.2 0.1

Additions for tax positions of prior year 0.2 0.2

Balance at 31 March 2015 $ 4.9 $ 0.3

Additions for tax positions of the current year 0.2 -

Reductions in tax positions of prior year (4.1) (0.3)

Settlements paid during the current period (0.3) -

Balance at 31 March 2016 $ 0.7 $ -

At 31 March 2016, the total amount of unrecognized tax benefits and the total amount of interestand penalties accrued by the Company related to unrecognized tax benefits that, if recognized,would affect the tax expense is US$0.7 million and nil, respectively.

The Company recognizes penalties and interest accrued related to unrecognized tax benefits inincome tax expense. During the years ended 31 March 2016 and 2015, income of US$0.3 millionand expense of $0.3 million, respectively, relating to interest and penalties was recognized withinincome tax expense arising from movements in unrecognized tax benefits.

The liabilities associated with uncertain tax benefits are included in Other liabilities on theCompany’s consolidated balance sheets.

A number of years may elapse before an uncertain tax position is audited or ultimately resolved. Itis difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It isreasonably possible that the amount of unrecognized tax benefits could significantly increase ordecrease within the next twelve months. These changes could result from the completion ofongoing examinations, the expiration of the statute of limitations, or other circumstances. At thistime, an estimate of the range of the reasonably possible change cannot be made.

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Interest Payments from Australia Tax Office (“ATO”)

During the quarter ended 31 March 2012, the ATO provided a refund of US$396.3 million to RCIPty Ltd (“RCI”), a wholly owned subsidiary of the Company, resulting from RCI’s successfulappeal of a disputed amended tax assessment related to RCI’s income tax return for its 1999fiscal year. The facts and circumstances relating to RCI’s successful appeal of the disputedamended tax assessment were fully disclosed in the notes to the Company’s consolidatedfinancial statements as of and for the year ended 31 March 2012.

On 4 November 2013, the ATO notified RCI that RCI was entitled to a final additional amount ofinterest of A$17.3 million (US$15.4 million) in respect of amounts paid by RCI to the ATO whilethe appeal of the disputed amended tax assessment was in process. This final amount of interestwas received from the ATO on 7 January 2014. As the receipt of this interest from the ATO relatesto RCI’s successful appeal of its disputed amended tax assessment, the additional interest, net oftax, is included in Income tax benefit in the Company’s consolidated statements of operations andcomprehensive income for the year ended 31 March 2014.

16. Stock-Based Compensation

Total stock-based compensation expense consists of the following:


Liability Awards Expense $ 4.8 $ 3.3 $ 4.5

Equity Awards Expense 10.3 9.2 8.5

Total stock-based compensation expense $ 15.1 $ 12.5 $ 13.0

As of 31 March 2016, the unrecorded future stock-based compensation expense related tooutstanding equity awards was US$14.0 million after estimated forfeitures and will be recognizedover an estimated weighted average amortization period of 1.5 years.

2001 Equity Incentive Plan

Under the Company’s 2001 Equity Incentive Plan (the “2001 Plan”), the Company can grantequity awards in the form of nonqualified stock options, performance awards, restricted stockgrants, stock appreciation rights, dividend equivalent rights, phantom stock or other stock-basedbenefits such as restricted stock units. The 2001 Plan was first approved by the Company’sshareholders in 2001 and was reapproved to continue until September 2021 at the 2011 annualgeneral meeting. The Company is authorized to issue 45,077,100 shares under the 2001 Plan.

Under the 2001 Plan, grants have been made at fair market value to management and otheremployees of the Company. Each option confers the right to subscribe for one ordinary share inthe capital of JHI plc. The options may be exercised as follows: 25% after the first year; 25% afterthe second year; and 50% after the third year. All unexercised options expire 10 years from thedate of issue or 90 days after the employee ceases to be employed by the Company.

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As set out in the plan rules, the exercise prices and the number of shares available on exercisemay be adjusted on the occurrence of certain events, including new issues, share splits, rightsissues and capital reconstructions.

Under the 2001 Plan, the Company granted 327,354 and 329,192 restricted stock units to itsemployees in the years ended 31 March 2016 and 2015, respectively. These restricted stock unitsmay not be sold, transferred, assigned, pledged or otherwise encumbered so long as such unitsremain restricted. The Company determines the conditions or restrictions of any restricted stockawards, which include requirements of continued employment. At 31 March 2016, there were701,810 restricted stock units outstanding under this plan.

Long-Term Incentive Plan 2006

At the 2006 Annual General Meeting, the Company’s shareholders approved the establishment ofa Long-Term Incentive Plan 2006 (the “LTIP”) to provide incentives to certain members of seniormanagement (“Executives”). The shareholders also approved, in accordance with certain LTIPrules, the issue of options in the Company to Executives of the Company. At the Company’s 2008Annual General Meeting, the shareholders amended the LTIP to also allow restricted stock unitsto be granted under the LTIP. The LTIP was re-approved by the Company’s shareholders withcertain amendments at each of the 2008, 2012 and 2015 Annual General Meetings.

As of 31 March 2016, the Company had granted 10,163,138 restricted stock units under the LTIP.These restricted stock units may not be sold, transferred, assigned, pledged or otherwiseencumbered so long as such units remain restricted. The Company determines the conditions orrestrictions of any restricted stock awards, which may include requirements of continuedemployment, individual performance or the Company’s financial performance or other criteria.Restricted stock units expire on vesting or as set out in the grant documents or LTIP rules. At31 March 2016, there were 3,347,644 restricted stock units outstanding under the LTIP.

In November 2006 and August 2007, 1,132,000 and 1,016,000 options were granted toExecutives, respectively, under the LTIP. The vesting of these equity awards are subject to‘performance hurdles’ as outlined in the LTIP rules. Unexercised options expire 10 years from thedate of issue unless an Executive ceases employment with the Company. At 31 March 2016,there were no options outstanding under the LTIP.

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The following table summarizes the Company’s shares available for grant as options, restrictedstock units or other equity instruments under the LTIP and 2001 Plan at 31 March 2016, 2015 and2014:

SharesAvailable for

Grant

Balance at 31 March 2014 23,947,127

Granted (1,192,225)

New Shares Authorized 2,000,000


Granted (1,410,560)

New Shares Authorized 5,000,000

Forfeitures Available for Re-grant 74,466


Stock Options

There were no stock options granted during the years ended 31 March 2016 and 2015. Thefollowing table summarizes the Company’s stock options activity during the noted period:

Outstanding Options

Number

WeightedAverageExercise

Price (A$)

Balance at 31 March 2014 1,099,276 8.11

Exercised (587,496) 8.06

Balance at 31 March 2015 511,780 8.17

Exercised (333,287) 8.54

Forfeited (74,466) 7.85

Balance at 31 March 2016 104,027 7.22

The total intrinsic value of stock options exercised was A$2.9 million and A$3.6 million for theyears ended 31 March 2016 and 2015, respectively.

Windfall tax benefits realized in the United States from stock options exercised and included incash flows from financing activities in the consolidated statements of cash flows wereUS$0.4 million, US$1.4 million and US$5.6 million for the years ended 31 March 2016, 2015 and2014, respectively.

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The following table summarizes outstanding and exercisable options under both the 2001 Planand the LTIP as of 31 March 2016:

Options Outstanding Options Exercisable

ExercisePrice (A$) Number

WeightedAverage

RemainingLife (in Years)


Price (A$)

AggregateIntrinsic

Value (A$) Number


Price (A$)

AggregateIntrinsic

Value (A$)

6.38 60,527 1.7 6.38 694,850 60,527 6.38 694,850

8.40 43,500 0.6 8.40 411,510 43,500 8.40 411,510

Total 104,027 $ 1,106,360 104,027 $ 1,106,360

The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic valuebased on stock options with an exercise price less than the Company’s closing stock price ofA$17.86 as of 31 March 2016, which would have been received by the option holders had thoseoption holders exercised their options as of that date.


The Company estimates the fair value of restricted stock units on the date of grant and recognizesthis estimated fair value as compensation expense over the periods in which the restricted stockvests.

The following table summarizes the Company’s restricted stock unit activity during the notedperiod:

RestrictedStock Units

WeightedAverage Fair

Value at GrantDate (A$)

Non-vested at 31 March 2014 3,883,918 7.17

Granted 1,192,225 11.00

Vested (774,675) 6.63

Forfeited (293,467) 6.90


Granted 1,410,560 14.95

Vested (1,219,352) 7.28

Forfeited (149,755) 9.92


Restricted Stock Units – service vesting

On 9 December 2015, 327,354 restricted stock units (service vesting) were granted to employeesunder the 2001 Plan. On 9 December 2014, 329,192 restricted stock units (service vesting) were

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granted to employees under the 2001 Plan. The fair value of each restricted stock unit (servicevesting) is equal to the market value of the Company’s common stock on the date of the grant,adjusted for the fair value of estimated dividends as the restricted stock unit holder is not entitledto dividends over the vesting period.

During fiscal year 2016, 228,481 restricted stock units (service vesting) that were previouslygranted as part of the 2001 Plan became fully vested and the underlying common stock wasissued. During fiscal year 2015, 222,885 restricted stock units (service vesting) that werepreviously granted as part of the 2001 Plan became fully vested and the underlying commonstock was issued.

Restricted Stock Units – performance vesting

The Company granted 503,944 and 403,716 restricted stock units with a performance vestingcondition under the LTIP to senior executives and managers of the Company on 16 September2015 and 16 September 2014, respectively. The vesting of the restricted stock units is deferred forthree years and is subject to a return on capital employed (“ROCE”) performance hurdle beingmet. The vesting of the restricted stock units is also subject to negative discretion by the Board.The Board’s discretion will reflect the Board’s judgment of the quality of the returns balancedagainst management’s delivery of market share growth and a scorecard of key qualitative andquantitative performance objectives. During fiscal year 2016, and after exercise of negativediscretion by the Board, 331,146 restricted stock units (performance vesting) that were granted on14 September 2012 as part of the fiscal year 2013 long-term incentive award became fully vestedand the underlying common stock was issued. The remaining 82,794 unvested restricted stockunits from this grant were cancelled on 14 September 2015.

The Company granted 266,627 restricted stock units with a performance vesting condition underthe LTIP to senior executives and managers of the Company on 7 June 2012. During fiscal year2015, 237,239 restricted stock units (performance vesting) that were granted on 7 June 2012 aspart of the fiscal year 2012 long-term incentive award became fully vested and the underlyingcommon stock was issued.

When the Board reviews the awards and determines whether any negative discretion should beapplied at the vesting date, the award recipients may receive all, some, or none of their awards.The Board may only exercise negative discretion and may not enhance the maximum award thatwas originally granted to the award recipient.

The fair value of each restricted stock unit (performance vesting) is adjusted for changes in JHIplc’s common stock price at each balance sheet date until the performance conditions are appliedat the vesting date.

Restricted Stock Units – market condition

Under the terms of the LTIP, the Company granted 579,262 and 459,317 restricted stock units(market condition) to senior executives and managers of the Company on 16 September 2015and 16 September 2014, respectively. The vesting of these restricted stock units is subject to amarket condition as outlined in the relevant notice of meeting.

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The fair value of each of these restricted stock units (market condition) granted under the LTIP isestimated using a binomial lattice model that incorporates a Monte Carlo simulation (the “MonteCarlo” method). The following table includes the assumptions used for restricted stock grants(market condition) valued during the year ended 31 March 2016 and 2015, respectively:

Vesting Condition: Market MarketFY16 FY15

Date of grant 16 Sep 2015 16 Sep 2014

Dividend yield (per annum) 3.8% 4.5%

Expected volatility 36.8% 37.4%

Risk free interest rate 1.5% 1.6%

Expected life in years 3.0 3.0

JHX stock price at grant date (A$) 17.76 12.42

Number of restricted stock units 579,262 459,317

During fiscal year 2016, 659,725 restricted stock units (market condition) that were previouslygranted became fully vested and the underlying common stock was issued. During fiscal year2015, 313,865 restricted stock units (market condition) that were previously granted became fullyvested and the underlying common stock was issued.

Scorecard LTI – cash settled units

Under the terms of the LTIP, the Company granted awards equivalent to 566,936 and 454,179Scorecard LTI units on 16 September 2015 and 16 September 2014, respectively. These awardsprovide recipients a cash incentive based on an average 20 trading-day closing price of JHI plc’scommon stock price and each executive’s scorecard rating. The vesting of awards is measured onindividual performance conditions based on certain performance measures. Compensationexpense recognized for awards are based on the fair market value of JHI plc’s common stock onthe date of grant and recorded as a liability. The expense is recognized ratably over the vestingperiod and the liability is adjusted for subsequent changes in JHI plc’s common stock price ateach balance sheet date.

On 14 September 2015, 288,552 of the 506,627 Scorecard LTI units that were previously grantedon 14 September 2012 as part of the FY2013 long-term incentive award became fully vested andthe balance lapsed as a result of the Board’s exercise of negative discretion. The cash amountpaid to award recipients was based on an average 20 trading-day closing price of JHI plc’scommon stock price.

On 6 June 2014, 445,141 of the 716,536 Scorecard LTI units that were previously granted on7 June 2011 as part of the FY2012 long-term incentive award became fully vested and thebalance lapsed as a result of the Board’s exercise of negative discretion. The cash amount paid toaward recipients was based on an average 10 trading-day closing price of JHI plc’s commonstock price

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17. Capital Management and Dividends

The following table summarizes the dividends declared or paid during the fiscal years 2016, 2015and 2014:

(Millions of US dollars)US

Cents/SecurityUS$ TotalAmount Announcement Date Record Date Payment Date







125 year anniversary special dividend 0.28 124.6 28 February 2014 21 March 2014 30 May 2014

FY 2014 first half dividend 0.08 35.5 14 November 2013 19 December 2013 28 March 2014

FY 2013 special dividend 0.24 106.1 23 May 2013 28 June 2013 26 July 2013

FY 2013 second half dividend 0.13 57.5 23 May 2013 28 June 2013 26 July 2013

During fiscal year 2016, the Company announced a share buyback program (the “fiscal 2016program”) to acquire up to 5% of its issued capital in the twelve months through May 2016. Underthis program, the Company repurchased and cancelled 1,653,247 shares of its common stockduring the second quarter of fiscal year 2016. The aggregate cost of the shares repurchased andcancelled was A$30.0 million (US$22.3 million), at an average market price ofA$18.14 (US$13.50).

Upon the expiration of the fiscal 2016 program, the Company announced a new share buybackprogram (the “fiscal 2017 program”) to acquire up to US$100.0 million of its issued capital in thetwelve months through May 2017.

Subsequent to 31 March 2016, the Company announced an ordinary dividend of US29.0 centsper security, with a record date of 9 June 2016 and a payment date of 5 August 2016.

18. Operating Segment Information and Concentrations of Risk

During the year ended 31 March 2016, the Company changed the name of its USA and EuropeFiber Cement segment to the North America and Europe Fiber Cement segment to better reflectthe segment’s geographic nature; however, the composition of the segment remained the same.

The Company has reported its operating segment information in the format that the operatingsegment information is available to and evaluated by the Chief Operating Decision Maker, andincludes North America and Europe Fiber Cement, Asia Pacific Fiber Cement and Research andDevelopment. North America and Europe Fiber Cement manufactures fiber cement interiorlinings, exterior siding products and related accessories in the United States; these products aresold in the United States, Canada and Europe. Asia Pacific Fiber Cement includes all fibercement manufactured in Australia, New Zealand and the Philippines and sold in Australia,

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New Zealand, Asia, the Middle East (Israel, Saudi Arabia, Lebanon and the United Arab Emirates)and various Pacific Islands. Research and Development represents the cost incurred by theresearch and development centers. General Corporate costs primarily consist of officer andemployee compensation and related benefits, professional and legal fees, administrative costsand rental expense, net of rental income, on the Company’s corporate offices.

Operating Segments

The following is the Company’s operating segment information:

Net Sales to CustomersYears Ended 31 March

(Millions of US dollars) 2016 2015 2014

North America & Europe Fiber Cement $ 1,386.3 $ 1,276.5 $ 1,127.6


Worldwide total $ 1,728.2 $ 1,656.9 $ 1,493.8

Income Before Income TaxesYears Ended 31 March


North America & Europe Fiber Cement1 $ 340.6 $ 285.9 $ 237.0

Asia Pacific Fiber Cement1, 6, 7 80.9 94.1 81.1

Research and Development1 (23.9) (26.0) (24.4)

Segments total 397.6 354.0 293.7General Corporate2 (43.6) (19.0) (240.6)

Total operating income 354.0 335.0 53.1Net interest expense3 (25.6) (7.5) (1.1)

Other income (expense) 2.1 (4.9) 2.6

Worldwide total $ 330.5 $ 322.6 $ 54.6

Total Identifiable Assets31 March

(Millions of US dollars) 2016 2015

North America & Europe Fiber Cement $ 944.0 $ 959.3

Asia Pacific Fiber Cement 297.4 279.8

Research and Development 13.6 20.7

Segments total 1,255.0 1,259.8General Corporate4, 5 785.4 784.7

Worldwide total $ 2,040.4 $ 2,044.5

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The following is the Company’s geographical information:

Net Sales to CustomersYears Ended 31 March


North America $ 1,348.8 $ 1,238.5 $ 1,094.6

Australia 228.4 267.7 259.2

New Zealand 61.4 64.7 63.0

Other Countries 89.6 86.0 77.0

Worldwide total $ 1,728.2 $ 1,656.9 $ 1,493.8

Total Identifiable Assets31 March

(Millions of US dollars) 2016 2015

North America $ 925.1 $ 956.4

Australia 232.4 223.4

New Zealand 26.5 25.8

Other Countries 71.0 54.2

Segments total 1,255.0 1,259.8General Corporate4, 5 785.4 784.7

Worldwide total $ 2,040.4 $ 2,044.5

1 Research and development expenditures are expensed as incurred and are summarized by segment in the followingtable:

Years Ending 31 March(Millions of US dollars) 2016 2015 2014

North America & Europe Fiber Cement $ 6.6 $ 6.1 $ 9.6


Research and Developmenta 21.7 24.2 22.2

$ 29.5 $ 31.7 $ 33.1

a The Research and Development segment also included selling, general and administrative expenses of US$2.2million, US$1.8 million and US$2.2 million in fiscal years 2016, 2015 and 2014, respectively.

2 The principal components of General Corporate costs are officer and employee compensation and related benefits,professional and legal fees, administrative costs, and rental expense on the Company’s corporate offices. Also includedin General Corporate costs are the following:


Asbestos Adjustments $ 5.5 $ 33.4 $ (195.8)

AICF SG&A expenses 1.7 2.5 2.1

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3 The Company does not report net interest expense for each operating segment as operating segments are not helddirectly accountable for interest expense. All net interest expense is included in the General Corporate costs. Includedin net interest expense is net AICF interest expense (income) of US$0.3 million, US$(1.4) million and US$(2.9) million infiscal years 2016, 2015 and 2014, respectively.

4 The Company does not report deferred tax assets and liabilities for each operating segment as operating segments arenot held directly accountable for deferred income taxes. All deferred income taxes are included in General Corporatecosts.

5 Asbestos-related assets at 31 March 2016 and 2015 are US$619.8 million and US$657.3 million, respectively, and areincluded in the General Corporate costs.

6 Included in the Asia Pacific Fiber Cement segment for the year ended 31 March 2016 was a gain on the sale of theAustralian Pipes business of US$1.7 million.

7 Included in the Asia Pacific Fiber Cement segment are adjustments to the provision for New Zealand weathertightnessclaims.


New Zealand weathertightness claims(expense) / benefit

$ (0.5) $ 4.3 $ (1.8)

Concentrations of Risk

The distribution channels for the Company’s fiber cement products are concentrated. If theCompany were to lose one or more of its major customers, there can be no assurance that theCompany will be able to find a replacement. Therefore, the loss of one or more customers couldhave a material adverse effect on the Company’s consolidated financial position, results ofoperations and cash flows.

We have one customer who contributes greater than 10% of our net sales in each of the pastthree fiscal years.

This customer’s accounts receivable represented 8.1% and 6.4% of the Company’s tradeaccounts receivable at 31 March 2016 and 2015, respectively. The following is gross salesgenerated by this customer, which is from the North America and Europe Fiber Cement segment:

Years Ended 31 March


% % %Customer A $ 197.0 10.1% $ 177.4 10.7% $ 174.2 11.7%

Approximately 22%, 25% and 27% of the Company’s net sales in fiscal year 2016, 2015 and2014, respectively, were derived from outside the United States. Consequently, changes in thevalue of foreign currencies could significantly affect the consolidated financial position, results ofoperations and cash flows of the Company’s non-US operations on translation into US dollars.

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19. Accumulated Other Comprehensive Income (Loss)

During the year ended 31 March 2016, there was US$0.3 million reclassifications out ofAccumulated other comprehensive income (loss) related to pension and post-retirementadjustments.


Pension andPost-Retirement

BenefitCash Flow

Hedges

ForeignCurrency

Translation Total

Balance at 31 March 2015 $ (0.3) $ 0.3 $ (0.4) $ (0.4)

Other comprehensive loss before reclassifications - - 0.9 0.9

Pension and post-retirement benefit adjustments 0.3 - - 0.3

Net current-period other comprehensive income 0.3 - 0.9 1.2

Balance at 31 March 2016 $ - $ 0.3 $ 0.5 $ 0.8

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REMUNERATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(UNAUDITED, NOT FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS)

Fees billed for each of the last three fiscal years for professional services provided by ourindependent registered public accounting were as follows:

US$ Millions

Description of Service FY16 FY15 FY14

Audit fees1 $ 3.7 $ 3.9 $ 3.1

Audit-related fees2 - 0.1 -

Tax fees - - -

All other fees $ - $ - $ -

1 Audit Fees include the aggregate fees for professional services rendered by our independent registered public accountingfirm. Professional services include the audit of our annual financial statements and services that are normally provided inconnection with statutory and regulatory filings.

2 Audit-Related Fees include the aggregate fees billed for assurance and related services rendered by our independentregistered public accounting firm. Our independent registered public accounting firm did not engage any temporaryemployees to conduct any portion of the audit of our consolidated financial statements for the fiscal years ended 31 March2016, 2015 and 2014.

Audit Committee Pre-Approval Policies and Procedures

In accordance with our Audit Committee’s policy and the requirements of the law, all servicesprovided by our independent registered public accounting firm are pre-approved from time to timeby the Audit Committee. Pre-approval includes a list of specific audit and non-audit services in thefollowing categories: audit services, audit-related services, tax services and other services. Anyadditional services that we may ask our independent registered public accounting firm to performwill be set forth in a separate document requesting Audit Committee approval in advance of theservice being performed.

All of the services pre-approved by the Audit Committee are permissible under the SEC’s auditorindependence rules. To avoid potential conflicts of interest, the law prohibits a publicly tradedcompany from obtaining certain non-audit services from its independent registered publicaccounting firm. We obtain these services from other service providers as needed.

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SECTION 3

RISK FACTORS

Our business, operations and financial condition are subject to various risks and uncertainties. Wehave described below significant factors that may adversely affect our business, operations,financial performance and condition or industry. Readers should be aware that the occurrence ofany of the events described in these risk factors, elsewhere in or incorporated by reference intothis Annual Report, and other events that we have not predicted or assessed, could have amaterial adverse effect on our financial position, liquidity, results of operations and cash flows.

Risks Related to Our Business

Our business is dependent on the residential and commercial construction markets.

Demand for our products depends in large part on the residential construction markets and, to alesser extent, on commercial construction markets. The level of activity in residential constructionmarkets depends on new housing starts and residential remodeling projects, which are a functionof many factors outside our control, including general economic conditions, the availability offinancing, mortgage and other interest rates, inflation, household income and wage growth,unemployment, the inventory of unsold homes, the level of foreclosures, home resale rates,housing affordability, demographic trends, gross domestic product growth and consumerconfidence in each of the countries and regions in which we operate.

Any slowdown in the markets we serve could result in decreased demand for our products andcause us to experience decreased sales and operating income. In addition, deterioration orcontinued weaknesses in general economic conditions, such as higher interest rates, high levelsof unemployment, restrictive lending practices and increased foreclosures, could have a materialadverse effect on our financial position, liquidity, results of operations and cash flows.

Substantial and increasing competition in the building products industry could materially

adversely affect our business.

Competition in the building products industry is based largely on price, quality, performance andservice. Our fiber cement products compete with products manufactured from natural andengineered wood, vinyl, stucco, masonry, gypsum and other materials, as well as fiber cementproducts offered by other manufacturers. Some of our competitors may have greater productdiversity, greater financial and other resources, and better access to raw materials than we doand, among other factors, may be less affected by reductions in margins resulting from pricecompetition.

Increased competition in any of the markets in which we compete would likely cause pricingpressures in those markets. Any of these factors could have a material adverse effect on ourfinancial position, liquidity, results of operations and cash flows.

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We may experience unforeseen delays and/or cost overruns in our planned capital

expenditures in future periods, and such delays and/or cost overruns could result in

additional expenses and impairment of the carrying value of our assets in future periods.

Such unforeseen delays, cost overruns or asset impairment charges could have a material

adverse effect on our business.

We are expanding production capacity in anticipation of the continued improvement of theoperating environment. We incurred significant capital expenditures in fiscal years 2015 and 2014,and we expect to incur significant capital expenditures again in future periods on facility upgradesand expansions, equipment to ensure regulatory compliance and the implementation of new fibercement technologies.

We may incur unforeseen delays and/or cost overruns due to a variety of factors, including, butnot limited to, an overall decline in general economic conditions, a downturn in the principalmarkets in which we operate, the entrance of a key competitor leading to a loss in market share oran adverse change in the regulatory environment impacting our business. Any one or combinationof these or other factors could have a significant adverse effect on the nature, timing, extent andamount of our planned capital expenditures, and may also result in potential additional expensesand a write-down in the carrying value of our capital projects and other existing production assets.Such delays, cost overruns and asset impairment charges could have a material adverse effect onour financial position, results of operations and liquidity.

As a result of the factors discussed above, we may not achieve the levels of additionalmanufacturing capacity we have forecasted for our plants. We cannot provide assurances thatthese additional manufacturing capacities will be achieved or that the related projects will becompleted as anticipated or at all. These projections are based on our current estimates, but theyinvolve risks, uncertainties, assumptions and other factors that may cause actual results to bematerially different from our estimates. Neither our independent auditors nor any otherindependent auditors have examined, compiled or performed any procedures with respect tothese projections, nor have they expressed any opinion or any other form of assurance on suchinformation or their achievability. Although management believes these estimates and theassumptions underlying them to be reasonable, they could be inaccurate and investors should notplace undue reliance upon them.

Regulatory action and continued scrutiny may have an adverse effect on our business.

Our compliance with laws and regulations can be subject to future government review andinterpretation. If we fail to comply with applicable laws and regulations, we could be subject tofines, penalties, or other legal liability. Also, should these laws and regulations be amended orexpanded, or should new laws and regulations be enacted, we could incur additional compliancecosts or restrictions on our ability to manufacture our products and operate our business.Furthermore, our failure to comply with such laws and regulations could result in additional costs,fees or reporting requirements, as well as significant regulatory action, including fines, penaltiesand legal defense costs, and could subject us to negative publicity. Such actions could have amaterial adverse effect on our financial position, results of operations and cash flows.

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Our Irish residency could also result in increased negative publicity related to us. There continuesto be negative publicity regarding, and criticism of, companies that have subsidiaries whichconduct substantial business in the United States but are domiciled in foreign countries. Wecannot assure you that we will not be subject to similar criticism. We previously have been thesubject of negative publicity as a result of our historic operations and legacy issues in Australia,which we believe has in the past negatively impacted our business and results of operations.

We believe that any such adverse action or negative publicity could materially adversely affect ourfinancial position, liquidity, results of operations and cash flows, employee morale and the marketprices of our publicly traded securities.

We are subject to risks generally associated with companies that operate in a global

environment, which could have an adverse effect on our growth and financial performance.

Our operations are subject to risks inherent in multinational operations. These risks include,among others, compliance with a variety of local regulations and laws, changes in tax laws andthe interpretations of those laws, fluctuation in currency values, sudden changes in foreigncurrency exchange controls, discriminatory and conflicting fiscal policies, difficulties enforcingintellectual property and contractual rights in certain jurisdictions, greater risk of uncollectableaccounts and longer collection cycles, effective and immediate implementation of controlenvironment processes across our diverse operations, compliance with applicable anti-corruptionlaws and imposition of more or new tariffs, quotas, trade barriers, export controls, sanctions, and/or similar restrictions in the various jurisdictions in which we operate.

Moreover, political and economic changes or volatility, geopolitical regional conflicts, terroristactivity, political unrest, civil strife, acts of war, public corruption and other economic or politicaluncertainties could interrupt and have an adverse effect on our business operations. All of thesefactors could result in increased costs or decreased revenues, and could have an adverse effecton our product sales, business, financial condition and/or results of operations.

Because we have significant operations outside the United States and report our earnings

in US dollars, unfavorable fluctuations in currency values and exchange rates could have a

material adverse effect on our business.

Because our reporting currency is the US dollar, our non-US operations face the additional risk offluctuating currency values and exchange rates. Such operations may also face hard currencyshortages and controls on currency exchange. Approximately 22%, 25% and 27% of our net salesin fiscal years 2016, 2015 and 2014, respectively, were derived from sales outside theUnited States. Consequently, changes in the value of foreign currencies (principally Australiandollars, New Zealand dollars, Philippine pesos, euros, UK pounds and Canadian dollars) could havea material adverse effect on our business, results of operations and financial condition. We evaluateand consider foreign exchange risk mitigation by entering into contracts that require payment in localcurrency, hedging transactional risk, where appropriate, and having non-US operations borrow inlocal currencies. We enter into such financial instruments from time to time to manage our foreignexchange risks, and had material foreign exchange contracts outstanding at 31 March 2016 topurchase €0.4 million. There can be no assurance that we will be successful in these mitigationstrategies, or that fluctuation in foreign currencies and other foreign exchange risks will not have amaterial adverse effect on our financial position, liquidity, results of operations and cash flows.

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If payouts for product liability claims resulting from allegations of product defects exceed

our insurance coverage, these payouts could result in a material adverse effect on our

business.

The actual or alleged existence of defects in any of our products could subject us to significantproduct liability or recall claims, including potential putative class or representative action claims.Although we do not have insurance coverage for damage to, or defects in, our products, we dohave product liability insurance coverage for bodily injury or property damage which may arisefrom the use of our products. Although we believe this coverage is adequate and we intend tomaintain this coverage in the future, we cannot assure you that this coverage will be sufficient tocover all future product liability claims or that this coverage will be available at reasonable rates inthe future. In some jurisdictions, we are subject to joint and several liability. The successfulassertion of one or more claims against us, or a co-defendant, that exceed our insurancecoverage could require us to incur significant expenses to pay these damages. These additionalexpenses could have a material adverse effect on our financial position, liquidity, results ofoperations and cash flows.

Warranty claims relating to our products and exceeding our warranty reserves could have

a material adverse effect on our business.

We have offered, and continue to offer, various warranties on our products, including offering aprorated 50-year limited warranty until 2009 at which time we offered a non-prorated 30-yearlimited warranty for certain of our fiber cement siding products in the United States. In total, as of31 March 2016, we have accrued US$45.3 million for such warranties within “Accrued productwarranties” on our consolidated balance sheets and have disclosed the movements in ourconsolidated warranty reserves in Note 10 to our consolidated financial statements in Section 2 ofthis Annual Report. Although we maintain reserves for warranty-related claims and legalproceedings that we believe are adequate, we cannot assure you that warranty expense levels orthe results of any warranty-related legal proceedings will not exceed our reserves. If our warrantyreserves are significantly exceeded, the costs associated with such warranties could have amaterial adverse effect on our financial position, liquidity, results of operations and cash flows.

We may incur significant costs, including capital expenditures, in complying with

applicable environmental and health and safety laws and regulations.

In each jurisdiction in which we operate, we are subject to environmental, health and safety lawsand regulations governing our operations, including, among other matters: (i) the air, soil, andwater quality of our plants; and (ii) the use, handling, storage, disposal and remediation of certainregulated materials currently or formerly used by us or any of our affiliates. Under these laws andregulations, we may be held jointly and severally responsible for the remediation of certainregulated materials at our or our predecessors’ past or present facilities and at third-party wastedisposal sites. We may also be held liable for any claims, penalties or fines arising out of humanexposure to certain regulated materials or other environmental damage, including damage tonatural resources, and our failure to comply with air, water, waste, and other environmentalregulations.

In particular, many of our products contain crystalline silica, which can be released in a respirableform in connection with the manufacturing of our fiber cement products or while cutting our fiber

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cement products during installation or demolition. The inhalation of respirable crystalline silica athigh and prolonged exposure levels is identified as a carcinogen by certain governmental entitiesand is associated with certain lung diseases, including silicosis, which has been the subject ofextensive tort litigation.

In March 2016, the United States Occupational Safety and Health Administration (“OSHA”) issueda comprehensive final rule revising the permissible exposure limit (“PEL”) for crystalline silica,reducing the PEL applicable to both general industry and construction to 0.050 mg/m3 from0.1 mg/m3 and 0.25 mg/m3, respectively. The final rule is set to become effective on 23 June 2016with compliance required by 23 June 2017 for companies in the construction industry. It ispossible that the revised OSHA crystalline silica PEL standard could have an impact on ourbusiness as a result of increased compliance efforts and associated costs, if any, for ourmanufacturing operations, as well as those of our business parties (e.g., suppliers, home builders,distributors, installers, etc.); and, as such, the rule change may possibly have a material adverseeffect on our financial position, liquidity, results of operations, and cash flows.

The costs of complying with environmental and health and safety laws relating to our operationsor the liabilities arising from past or future releases of, or exposure to, certain regulated materials,greenhouse gases, or product liability matters, or our failure to comply with air, water, waste, andother then-existing environmental regulations may result in us making future expenditures thatcould have a material adverse effect on our financial position, liquidity, results of operations andcash flows. Such regulations and laws may increase the cost to procure energy or other productsnecessary to our operation, thereby increasing our operating costs. In addition, we cannot makeany assurances that the laws currently in place that directly or indirectly relate to environmentalliability will not change. If, for example, applicable laws or judicial interpretations related tosuccessor liability or “piercing the corporate veil” were to change, such changes could have amaterial adverse effect on our financial position, liquidity, results of operations and cash flows.

We may experience adverse fluctuations in the supply and cost of raw materials and

energy supply necessary to our business, which could have a material adverse effect on

our business.

Cellulose fiber (wood-based pulp), silica, cement and water are the principal raw materials used inthe production of fiber cement, and the availability and cost of such raw materials are critical toour operations. Our fiber cement business periodically experiences fluctuations in the supply andcosts of raw materials, and some of our supply markets are concentrated. In fiscal year 2016, theaverage Northern Bleached Softwood Kraft (“NBSK”) pulp market price relative to our USbusiness was US$959 per ton, a decrease of 6% compared to fiscal year 2015.

Price fluctuations or material delays may occur in the future due to lack of raw materials,suppliers, or supply chain disruptions. The loss or deterioration of our relationship with a majorsupplier, an increase in demand by third parties for a particular supplier’s products or materials,delays in obtaining materials, or significant increases in fuel and energy costs could have amaterial adverse effect on our financial position, liquidity, results of operations and cash flows.

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Demand for our products is subject to changes in consumer preference.

The continued development of builder and consumer preference for our fiber cement productsover competitive products is critical to sustaining and expanding demand for our products.Therefore, a failure to maintain and increase builder and consumer acceptance of our fibercement products could have a material adverse effect on our growth strategy, as well as ourfinancial position, liquidity, results of operations and cash flows.

We rely on only a few customers to buy our fiber cement products and the loss of any

major customer could materially adversely affect our businesses.

We have one customer who contributes greater than 10% of our net sales in one or all of the pastthree fiscal years. This customer’s accounts receivable represented 8.1% and 6.4% of our tradeaccounts receivable at both 31 March 2016 and 2015, respectively. We generally do not havelong-term contracts with our large customers. Accordingly, if we were to lose one or more of ourlarge customers because our competitors were able to offer customers more favorable pricingterms or for any other reason, we may not be able to replace customers in a timely manner or onreasonable terms. The loss of one or more of our large customers could have a material adverseeffect on our financial position, liquidity, results of operations and cash flows.

Our ability to sell our products in certain markets is influenced by building codes and

ordinances in effect in the related localities and states and may limit our ability to compete

effectively in certain markets and our ability to increase or maintain our current market

share for our products.

Most states and localities in the markets in which we sell our products maintain building codesand ordinances that determine the requisite qualities of materials that may be used to constructhomes and buildings for which our products are intended. Our products may not qualify underbuilding codes and ordinances in certain markets, prohibiting our customers from using ourproducts in those markets. This may limit our ability to sell our products in certain markets. Inaddition, ordinances and codes may change over time which may, from the time they areimplemented, prospectively limit or prevent the use of our products in those markets, causing usto lose market share for our products. Although we keep up to date on the current and proposedbuilding codes and ordinances of the markets in which we sell or plan to sell our products and,when appropriate, seek to become involved in the ordinance and code setting process, our effortsmay be ineffective, which would have a material adverse effect on our financial condition, liquidity,results of operations and cash flows.

Our financial performance could be impacted by a customer’s inability to pay amounts

owed.

Our financial performance is dependent on our customers within the building products industry.Our customers’ businesses are impacted by the current economic environment, conditions in thecapital and credit markets and customer demand for their products and services. If any of ourlargest customers or a substantial number of smaller customers are adversely affected by theseconditions, if we become aware of information related to the creditworthiness of a major customer,or if future actual default rates on receivables in general differ from those currently anticipated, we

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may have to adjust the reserves for uncollectible receivables, which could have a materialadverse effect on our financial position, liquidity, results of operations and cash flows.

Our reliance on third-party distribution channels could impact our business.

We offer our products directly and through a variety of third-party distributors and dealers.Changes in the financial or business condition of these distributors and dealers could subject usto losses and affect our ability to bring our products to market and could have a material adverseeffect on our business, financial position, liquidity, results of operations and cash flows. Further,our ability to effectively manage inventory levels at distributor locations may be impaired undersuch arrangements, which could increase expenses associated with excess and obsoleteinventory and negatively impact cash flows.

Changes in, or failure to comply with, the laws, regulations, policies or conditions of any

jurisdiction in which we conduct our business could result in, among other consequences,

the loss of our assets in such jurisdiction, the elimination of certain rights that are critical

to the operation of our business in such jurisdiction, a decrease in revenues or the

imposition of additional taxes or other costs.

Because we own assets and manufacture and sell our products internationally, our activities aresubject to political, economic, legal and other uncertainties, including:

• changing political and economic conditions;• changing laws and policies;• the general hazards associated with the assertion of sovereign rights over certain areas in

which we conduct our business; and• laws limiting or conditioning the right and ability of subsidiaries and joint ventures to pay

dividends or remit earnings to affiliated companies.

Although we seek to take applicable laws, regulations and conditions into account in structuringour business on a global basis, changes in, or our failure to comply with, the laws, regulations,policies or conditions of any jurisdiction in which we conduct our business could result in, amongother consequences, the loss of our assets in such jurisdiction, the elimination of certain rightsthat are critical to the operation of our business in such jurisdiction, a decrease in revenues or theimposition of additional taxes. Therefore, any change in laws, regulations, policies or conditions ofa jurisdiction could have a material adverse effect on our financial position, liquidity, results ofoperations and cash flows.

Because our intellectual property and other proprietary information may become publicly

available, we are subject to the risk that competitors could copy our products or

processes.

Our success depends, in part, on the proprietary nature of our technology, including non-patentable intellectual property, such as our process technology. To the extent that a competitor isable to reproduce or otherwise capitalize on our technology, it may be difficult, expensive orimpossible for us to obtain adequate legal or equitable relief. Also, the laws of some foreigncountries may not protect our intellectual property to the same extent as do the laws of theUnited States. In addition to patent protection of intellectual property rights, we consider elements

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of our product designs and processes to be proprietary and confidential and/or trade secrets. Tosafeguard our confidential information, we rely on employee, consultant and vendor nondisclosureagreements and contractual provisions and a system of internal and technical safeguards toprotect our proprietary information. However, any of our registered or unregistered intellectualproperty rights may be subject to challenge or possibly exploited by others in the industry, whichcould materially adversely affect our financial position, liquidity, results of operations, cash flowsand competitive position.

Unauthorized disclosure of sensitive or confidential information or other cyber security

incident may have a material adverse effect on our business, results of operations and

financial condition.

We rely on information systems to run most aspects of our business, including manufacturing,sales and distribution, raw material procurement, accounting and managing data and records foremployees and other parties. Despite the significant investments we have made to maintain ourinformation systems and the security measures we have in place, our systems and facilities, aswell as those of third parties with which we do business, may be vulnerable to security breaches,cyber-attacks, employee theft or misconduct, computer viruses, misplaced or lost data,programming and/or human errors or other similar events. Although we strive to have appropriatesecurity controls in place, prevention of security breaches cannot be assured. Any security breachinvolving the misappropriation, loss or other unauthorized disclosure of our confidentialinformation, whether by us or by third parties with which we do business, could result in losses,damage to our reputation, risk of litigation, disrupt our operations and have a material adverseeffect on our business, results of operations and financial condition. We may be required toexpend additional resources to continue to enhance our security measures or to investigate andremediate any security vulnerabilities.

Severe weather, natural disasters and climate change could have an adverse effect on our

overall business.

Our plants and other facilities are located in places that could be affected by natural disasters,such as hurricanes, typhoons, cyclones, earthquakes, floods, tornados and others. Naturaldisasters and widespread adverse climate changes that directly impact our plants or otherfacilities could materially adversely affect our manufacturing or other operations and, thereby,harm our overall financial position, liquidity, results of operations and cash flows.

In the manufacture of our products, we rely on a continuous and uninterrupted supply of electricpower, water and, in some cases, natural gas, as well as the availability of water, waste andemissions discharge facilities. Any future shortages or discharge curtailments of a material naturecould significantly disrupt our operations and increase our expenses. We currently do not havebackup generators on our sites with the capability of maintaining all of a site’s full operationalpower needs and we do not have alternate sources of power in the event of a sustained blackout.While our insurance includes coverage for certain “business interruption” losses (i.e., lost profits)and for certain “service interruption” losses, such as an accident at our supplier’s facility, anylosses in excess of the insurance policy’s coverage limits or any losses not covered by the termsof the insurance policy could have a material adverse effect on our financial condition. If blackoutsinterrupt our power supply, we would be temporarily unable to continue operations at the affected

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facilities. Any future material and sustained interruptions in our ability to continue operations at ourfacilities could damage our reputation, harm our ability to retain existing customers or obtain newcustomers and could result in lost revenue, any of which could have a material adverse effect onour financial position, liquidity, results of operations and cash flows.

Ineffective internal controls over financial reporting could impact our business and

operating results.

The SEC, as directed by Section 404 of the Sarbanes-Oxley Act of 2002, has adopted rulesrequiring us to include in this Annual Report a report of management on our internal controls overfinancial reporting that contains an assessment by management of the effectiveness of ourinternal controls over financial reporting. In addition, our independent registered public accountingfirm must report on our internal control over financial reporting. As of 31 March 2016,management concluded that our internal controls over financial reporting are effective. Moreover,as of 31 March 2016, our independent registered public accounting firm was satisfied with ourinternal controls and the level at which our controls are documented, designed, operated andreviewed. Nonetheless, during the course of future evaluation, documentation and attestation, wemay identify deficiencies that we may not be able to remedy in a timely manner. Furthermore, ourinternal control over financial reporting may not prevent or detect misstatements because of itsinherent limitations, including the possibility of human error, the circumvention or overriding ofcontrols, or fraud. If we fail to achieve and maintain the adequacy of our internal controls, we maynot be able to conclude that we have effective internal controls, on an ongoing basis, overfinancial reporting in accordance with the Sarbanes-Oxley Act. Furthermore, effective internalcontrols over financial reporting are necessary for us to produce reliable financial reports and areimportant to help prevent fraud. As a result, our failure to achieve and maintain effective internalcontrols over financial reporting could result in the loss of investor confidence in the reliability ofour financial statements, which in turn could harm our business and negatively impact the tradingprice of securities. Furthermore, even effective internal controls can only provide reasonableassurance with respect to the preparation and fair presentation of financial statements. In addition,we have incurred considerable costs and used significant management time and other resourcesin our effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.

Our use of accounting estimates involves judgment and could impact our financial results.

The preparation of financial statements requires management to make judgments, estimates, andassumptions that affect the reported amounts of assets, liabilities, income, and expenses. Due tothe inherent uncertainty in making estimates, actual results reported in future periods may bebased upon amounts which differ from those estimates. Estimates, judgments, and assumptionsare continually evaluated and are based on historical experience and other factors, includingexpectations of future events that are believed to be reasonable under the circumstances. Theaccounting policies deemed critical to our results, based upon materiality and significantjudgments and estimates are described in Note 2 to our consolidated financial statements. Inaddition, as discussed in the notes to our consolidated financial statements, we make certainestimates including decisions related to legal proceedings and warranty reserves. If the judgment,estimates, and assumptions we used in preparing our financial statements are subsequentlyfound to be incorrect, there could be a material impact on our results of operations.

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We may acquire or divest businesses from time to time, and this may materially adversely

affect our results of operations and financial condition and may significantly change the

nature of the company in which you have invested.

In the past, we have divested business segments. In the future, we may acquire other businessesor sell some or all of our assets or business segments. Any significant acquisition or sale maymaterially adversely affect our results of operations and financial condition and could change theoverall profile of our business. As a result, the value of our shares may decrease in response toany such acquisition or sale and, upon any such acquisition or sale, our shares may represent aninvestment in a company with significantly different assets and prospects from the Company whenyou made your initial investment in us.

We are dependent upon our key management personnel for our future success.

Our success is greatly influenced by our ability to attract and retain qualified executives withexperience in our market and industry. Our ability to retain executive officers and keymanagement personnel is important to the implementation of our strategy. We could potentiallylose the services of any of our senior management personnel due to a variety of factors that couldinclude, without limitation, death, incapacity, personal issues, retirement, resignation, orcompeting employers. We may fail to attract and retain qualified key management personnelrequired to continue to operate our business successfully. The unexpected loss of seniormanagement, coupled with our failure to recruit qualified successors, could have a materialadverse effect on our business and the trading price of our common stock.

We may not be able to obtain financing in the future, and the terms of any future financings

may limit our ability to manage our business. Difficulties in obtaining financings on

favorable terms would have a negative effect on our ability to execute our business

strategy.

We will need to seek additional capital in the future to refinance or replace existing long termindebtedness. We may also need to seek additional capital in the future to meet current or futurebusiness plans, meet working capital needs or for other reasons. There can be no assurance thatwe will be able to obtain future financings on acceptable terms, if at all. If we are unable to obtainalternative or additional financing arrangements in the future, or if we cannot obtain financing onacceptable terms, we may experience liquidity issues and have to reduce our levels of plannedcapital expenditures, suspend dividend payments and/or share buy-back programs or take othermeasures to conserve cash in order to meet future cash flow requirements. Moreover, the termsof any such additional financing may restrict our financial flexibility, including the debt we mayincur in the future, or may restrict our ability to manage our business as we had intended.

We have a material amount of indebtedness, which could have a material adverse effect on

our financial condition and our ability to obtain financing in the future and to react to

changes in our business.

At 31 March 2016, we had approximately US$515.0 million aggregate principal amount ofunsecured debt outstanding, which includes US$190.0 million under the unsecured revolvingcredit facility and US$325.0 million aggregate principal amount of senior unsecured notes due

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15 February 2023 issued by James Hardie International Finance Limited, a wholly ownedsubsidiary of JHI plc, and no secured debt outstanding. We also had approximatelyUS$310.0 million of availability under our unsecured revolving credit facility at 31 March 2016.

Our amount of debt and our debt service obligations could limit our ability to satisfy ourobligations, limit our ability to operate our business and impair our competitive position.For example, it could:

• make it more difficult for us to satisfy our debt service obligations or refinance ourindebtedness;

• increase our vulnerability to adverse economic and general industry conditions, includinginterest rate fluctuations, because a portion of our borrowings are and will continue to beat variable rates of interest;

• require us to dedicate a substantial portion of our cash flow from operations to paymentson our debt, which would reduce the availability of our cash flow from operations to fundworking capital, capital expenditures or other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and industry;• place us at a disadvantage compared to competitors that may have proportionately less

debt;• limit our ability to obtain additional debt or equity financing due to applicable financial and

restrictive covenants in our debt agreements; and• increase our cost of borrowing.

We may not be able to generate sufficient cash to service all of our indebtedness and may

be forced to take other actions to satisfy our obligations under our indebtedness, which

may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on ourfinancial condition and operating performance, which is subject to prevailing economic andcompetitive conditions and to certain financial, business and other factors beyond our control. Wecannot assure you that we will maintain a level of cash flows from operating activities sufficient topermit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flowsand capital resources are insufficient to fund our debt service obligations, we may be forced toreduce or delay investments and capital expenditures, or to sell assets, seek additional capital orrestructure or refinance our indebtedness. These alternative measures may not be successful andmay not permit us to meet our scheduled debt service obligations. If our operating results andavailable cash are insufficient to meet our debt service obligations, we could face substantialliquidity problems and might be required to dispose of material assets or operations to meet ourdebt service and other obligations. We may not be able to consummate those dispositions orobtain the proceeds that we could realize from them, and these proceeds may not be adequate tomeet any debt service obligations then due. Any future refinancing of our indebtedness could beat higher interest rates and may require us to comply with more onerous covenants which couldfurther restrict our business operations.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt

service obligations to increase significantly.

Borrowings under our unsecured revolving credit facility are at variable rates of interest andexpose us to interest rate risk. If interest rates increase, our debt service obligations on such

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variable rate indebtedness would increase even though the amount borrowed remained the same,and our net income and cash flows, including cash available for servicing our indebtedness, wouldcorrespondingly decrease. Assuming our unsecured revolving facility was fully drawn, each onepercentage point change in interest rates would result in a US$5.1 million change in annual cashinterest expense.

Asbestos-Related Risks

Our wholly-owned Australian Performing Subsidiary is required to make payments to a

special purpose fund that provides compensation for Australian asbestos-related personal

injury and death claims for which certain Former James Hardie Companies are found

liable. These payments may affect our ability to grow the Company.

On 21 November 2006, JHI plc, AICF, the NSW Government and the Performing Subsidiaryentered into the AFFA to provide long-term funding to AICF, a special purpose fund that providescompensation for Australian asbestos-related personal injury and death claims for which theFormer James Hardie Companies are found liable.

We have recorded a gross asbestos liability of US$1,302.2 million in our consolidated financialstatements as of 31 March 2016, based on the AFFA governing our anticipated future paymentsto AICF. The net unfunded AFFA liability, net of tax, was US$766.7 million at 31 March 2016. Theinitial funding was made to AICF in February 2007 and annual payments are to be made eachJuly, subject to the terms of the AFFA. The amounts of these annual payments are dependent onseveral factors, including our free cash flow (as defined in the AFFA), actuarial estimations, actualclaims paid, operating expenses of AICF and the Annual Cash Flow Cap set forth in the AFFA.From the time AICF was established in February 2007 through the date of this Annual Report, wehave contributed A$799.2 million (including interest payments) to the fund. Our obligation to makefuture payments to AICF continues to be linked under the terms of the AFFA to our long-termfinancial success, especially our ability to generate net operating cash flow.

As a result of our obligation to make payments under the AFFA, our funds available for capitalexpenditures (either with respect to our existing business or new business opportunities),repayments of debt, payments of dividends or other distributions have been, and will be, reducedby the amounts paid to AICF, and consequently, our financial position, liquidity and cash flowshave been, and will be, reduced or materially adversely affected. Our obligation to make thesepayments could also affect or restrict our ability to access equity or debt capital markets.

Potential escalation in proven claims made against, and associated costs of, AICF could

require the Company to extend the period of time its annual funding payments of up to its

obligation of 35% of our free cash flow, as defined in the AFFA, beyond their currently

anticipated expiration, which may cause the Company to have to increase our asbestos

liability in the future.

The amount of our asbestos liability is based, in part, on actuarially determined, anticipated(estimated) future annual funding payments to be made to AICF on an undiscounted anduninflated basis. Future annual payments to AICF are based on updated actuarial assessmentsthat are to be performed as of 31 March of each year to determine expected asbestos-related

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personal injury and death claims to be funded under the AFFA for the financial year in which thepayment is made and the next two financial years. Estimates of actuarial liabilities are based onmany assumptions, which may not prove to be correct, and which are subject to considerableuncertainty, since the ultimate number and cost of claims are subject to the outcome of eventsthat have not yet occurred, including social, legal and medical developments, as well as futureeconomic conditions.

If future proven claims are more numerous, the liabilities arising from them are larger than thatcurrently estimated by AICF’s actuary, KPMGA, or if AICF investments decline in value, it ispossible that pursuant to the terms of the AFFA, we will be required to pay to AICF our currentannual funding payments of up to 35% of our free cash flow, as defined in the AFFA and on whichour asbestos liability is based, for an extended period of time. If this occurs, we may be requiredto increase our asbestos liability, which would be reflected as a charge in our consolidatedstatements of operations and comprehensive income (loss) at that date. Any such changes toactuarial estimates which require us to increase our asbestos liability could have a materialadverse effect on our financial position, liquidity, results of operations and cash flows.

Even though the AFFA has been implemented, we may be subject to potential additional

liabilities (including claims for compensation or property remediation outside the

arrangements reflected in the AFFA), because certain current and former companies of the

James Hardie Group previously manufactured products that contained asbestos.

Prior to 1987, ABN 60, which is now owned and controlled by AICF, manufactured products inAustralia that contained asbestos. In addition, prior to 1987, two former subsidiaries of ABN 60,Amaca and Amaba, which are now also owned and controlled by AICF, manufactured products inAustralia that contained asbestos. ABN 60 also held shares in companies that manufacturedasbestos-containing products in Indonesia and Malaysia, and held minority shareholdings incompanies that conducted asbestos-mining operations based in Canada and Southern Africa.Former ABN 60 subsidiaries also exported asbestos-containing products to various countries.AICF is designed to provide compensation only for certain claims and to meet certain relatedexpenses and liabilities, and legislation in New South Wales, Australia in connection with theAFFA seeks to defer all other claims against the Former James Hardie Companies. The fundscontributed to AICF will not be available to meet any asbestos-related claims made outsideAustralia, or claims made arising from exposure to asbestos occurring outside Australia, or anyclaim for pure property loss or pure economic loss or remediation of property. In thesecircumstances, it is possible that persons with such excluded claims may seek to pursue thoseclaims directly against us. Defending any such litigation could be costly and time consuming, andconsequently, our financial position, liquidity, results of operations and cash flows could bematerially adversely affected.

Prior to 1988, a New Zealand subsidiary in the James Hardie Group manufactured products inNew Zealand that contained asbestos. In New Zealand, asbestos-related disease compensationclaims are managed by the state-run Accident Compensation Corporation (“ACC”). OurNew Zealand subsidiary that manufactured products that contained asbestos contributedfinancially to the ACC fund as required by law via payment of an annual levy while it carried onbusiness. All decisions relating to the amount and allocation of payments to claimants inNew Zealand are made by the ACC in accordance with New Zealand law. The Injury Prevention,

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Rehabilitation and Compensation Act 2001 (NZ) bars compensatory damages for claims that arecovered by the legislation which may be made against the ACC fund. However, we may besubject to potential liability if any of these claims are found not to be covered by the legislationand are later brought against us, and consequently, our financial position, liquidity, results ofoperations and cash flows could be materially adversely affected.

Because our revenues are primarily derived from sales in US dollars and the actuarially

assessed asbestos liability is recorded in Australian dollars and payments pursuant to the

AFFA are made in Australian dollars, we may experience unpredictable volatility in our

reported results due to changes in the US dollar (and other currencies from which we

derive our sales) compared to the Australian dollar.

Payments pursuant to the AFFA are required to be made to AICF in Australian dollars. In addition,annual payments to AICF include calculations based on various estimates that are denominatedin Australian dollars. To the extent that our future obligations exceed Australian dollar cash flowsderived from our Australian operations and we do not hedge this foreign exchange exposure, wewill need to convert US dollars or other foreign currency into Australian dollars in order to meetour obligations pursuant to the AFFA.

In addition, because our results of operations are reported in US dollars and the asbestos liabilityis based on estimated payments denominated in Australian dollars, fluctuations in the AUD/USDexchange rate will cause unpredictable volatility in our reported results. For example, during fiscalyears 2016, 2015 and 2014, we recorded an unfavorable adjustment of US$2.6 million andfavorable adjustments of US$144.7 million and US$97.2 million, respectively, due to fluctuationsin the US dollar compared to the Australian dollar.

The AFFA imposes certain nonmonetary obligations.

Under the AFFA, we are also subject to certain nonmonetary obligations that could prove onerousor otherwise materially adversely affect our ability to undertake proposed transactions or paydividends. For example, the AFFA contains certain restrictions that generally prohibit us fromundertaking transactions that would have a material adverse effect on the relative priority of AICFas a creditor, or that would materially impair our legal or financial capacity and that of thePerforming Subsidiary, in each case such that we and the Performing Subsidiary would cease tobe likely to be able to meet the funding obligations that would have arisen under the AFFA hadthe relevant transaction not occurred. Those restrictions apply to dividends and other distributions,reorganizations of, or dealings in, share capital which create or vest rights in such capital in thirdparties, and non-arm’s length transactions. While the AFFA contains certain exemptions fromsuch restrictions (including, for example, exemptions for arm’s-length dealings; transactions in theordinary course of business; certain issuances of equity securities or bonds; and certaintransactions provided certain financial ratios are met and certain amounts of dividends),implementing such restrictions could materially adversely affect our ability to enter intotransactions that might otherwise be favorable to us and could materially adversely affect ourfinancial position, liquidity, results of operations and cash flows.

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The AFFA does not eliminate the risk of adverse action being taken against us.

There is a possibility that, despite certain covenants agreed to by the NSW Government in theAFFA, adverse action could be directed against us by one or more of the NSW Government, thegovernment of the Commonwealth, governments of the other states or territories of Australia orany other governments, unions or union representative groups, or asbestos disease groups, withrespect to the asbestos liabilities of the Former James Hardie Companies or other current andformer companies of the James Hardie Group. Any such adverse action could materiallyadversely affect our financial position, liquidity, results of operations and cash flows.

The complexity and long-term nature of the AFFA and related legislation and agreements

may result in litigation as to their interpretation.

Certain legislation, the AFFA and related agreements, which govern the implementation andperformance of the AFFA, are complex and have been negotiated over the course of extendedperiods between various parties. There is a risk that, over the term of the AFFA, some or allparties may become involved in disputes as to the interpretation of such legislation, the AFFA orrelated agreements or the terms of the AFFA may change. We cannot guarantee that no party willcommence litigation seeking remedies with respect to such a dispute, nor can we guarantee thata court will not order other remedies which may materially adversely affect us.

There is no certainty that the AICF Loan Facility will remain in place for its entire term.

Drawings under the AICF Loan Facility, as described in Note 11 to our consolidated financialstatements, are subject to satisfaction of certain specified conditions precedent and the NSWGovernment (as lender) has the right to cancel the facility, require repayment of money advancedand enforce security granted to support the loan in the various circumstances prescribed in thefacility agreement and related security documentation. There are also certain positive covenantsgiven by, and restrictions on the activities of, AICF and the Former James Hardie Companieswhich apply during the term of the loan. A breach of any of these covenants or restrictions mayalso lead to cancellation of the facility, early repayment of the loan and/or enforcement of thesecurity. As such, there can be no certainty that the facility will remain in place for its intendedterm.

If the AICF Loan Facility does not remain in place for its intended term, AICF may experience ashort-term funding shortfall. A short-term funding shortfall for AICF could subject us to negativepublicity. Such negative publicity could materially adversely affect our financial position, liquidity,results of operations and cash flows, as well as employee morale and the market prices of ourpublicly traded securities.

We may have insufficient Australian taxable income to utilize tax deductions.

We may not have sufficient Australian taxable income to utilize the tax deductions resulting fromthe funding payments under the AFFA to AICF. Further, if as a result of making such fundingpayments we incur tax losses, we may not be able to fully utilize such tax losses in future years ofincome. Any inability to utilize such deductions or losses could materially adversely affect ourfinancial position, liquidity, results of operations and cash flows.

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Certain AFFA tax conditions may not be satisfied.

Despite ATO rulings for the expected life of the AFFA, it is possible that new (and adverse) taxlegislation could be enacted in the future. It is also possible that the facts and circumstancesrelevant to operation of the ATO rulings could change over the life of the AFFA. We may elect toterminate the AFFA if certain tax conditions are not satisfied for more than 12 months. However,we do not have a right to terminate the AFFA if, among other things, the tax conditions are notsatisfied as a result of the actions of a member of the James Hardie Group.

Under certain circumstances, we may still have an obligation to make annual funding paymentson an adjusted basis if the tax conditions remain unsatisfied for more than 12 months. If the taxconditions are not satisfied in a manner which does not permit us to terminate the AFFA, ourfinancial position, liquidity, results of operations and cash flows may be materially adverselyaffected. The extent of this adverse effect will be determined by the nature of the tax conditionwhich is not satisfied.

Risks Related to Ireland

The rules and regulations applying to us as an Irish plc may change.

We became an Irish public limited company in calendar year 2012. As an Irish plc, our boardmeetings are held in and all strategic decisions are made in Ireland. However, there can be noassurance that Irish or another jurisdiction’s law will not become more restrictive or otherwisedisadvantageous to us.

Irish law contains provisions that could delay or prevent a change of control that may

otherwise be beneficial to you.

Irish law contains several provisions that could have the effect of delaying or preventing a changeof control of our ownership. The Irish Takeover Rules would generally (subject to certain verylimited exceptions) require a mandatory cash offer to be made for our entire issued share capitalif, because of an acquisition of a relevant interest (including interests held in the form of shares ofour common stock, CUFS or ADSs) in such shares, the voting rights of the shares in which aperson (including persons acting in concert with that person) holds relevant interests increase:(i) from below 30% to 30% or more; or (ii) from a starting point that is above 30% and below 50%,by more than 0.05% in a 12-month period. However, this prohibition is subject to exceptions,including acquisitions that result from acceptances under a mandatory takeover bid made incompliance with the Irish Takeover Rules. Although the Irish Takeover Rules may help to ensurethat no person acquires voting control of us without making an offer to all shareholders, they mayalso have the effect of delaying or preventing a change of control that may otherwise be beneficialto you. In addition to the operation of the Irish Takeover Rules, we may, from time to time, put inplace appropriate retention arrangements to ensure that we retain our key employees duringperiods of corporate change.

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Our ability to pay dividends and conduct share buy-backs is dependent on Irish law and

may be limited in the future if we are not able to maintain sufficient levels of distributable

profits.

Under Irish law, in order to pay dividends and/or conduct a buy-back of shares, an Irish companyrequires sufficient distributable profits which are determined under the Irish Companies Act 2014and applicable accounting practices generally accepted in Ireland. We believe that our currentcorporate structure has allowed us to maintain sufficient levels of distributable profits to continuepaying dividends in accordance with our publicly disclosed dividend policy, which is updated fromtime to time, and to conduct share buy-backs. However, transactions or events could cause areduction in our distributable profits, resulting in our inability to pay dividends on our securities orto conduct share buy-backs, which could have a material adverse effect on the market value ofour securities.

Risks Related to Taxation

Our effective income tax rate could increase and materially adversely affect our business.

We operate in multiple jurisdictions and pay tax on our income according to the tax laws of thesejurisdictions. Various factors, some of which are beyond our control, determine our effective taxrate. The primary drivers of our effective tax rate are the tax rates of the jurisdictions in which weoperate, the level and geographic mix of pre-tax earnings, intra-group royalties, interest rates andthe level of debt which gives rise to interest expense on external debt and intra-group debt,extraordinary and non-core items, and the value of adjustments for timing differences andpermanent differences, including the non-deductibility of certain expenses, all of which are subjectto change and which could result in a material increase in our effective tax rate. Such changes toour effective tax rate could materially adversely affect our financial position, liquidity, results ofoperations and cash flows.

Exposure to additional tax liabilities due to audits could materially adversely affect our

business.

Due to our size and the nature of our business, we are subject to ongoing reviews by authoritiesin taxing jurisdictions on various tax matters, including challenges to various positions we asserton our income tax and withholding tax returns. We accrue for tax contingencies based upon ourbest estimate of the taxes ultimately expected to be paid, which we update over time as moreinformation becomes available. Such amounts are included in taxes payable or other non-currentliabilities, as appropriate.

We record additional tax expense in the period in which we determine that the recorded taxliability is less than the ultimate assessment we expect. The amounts ultimately paid on resolutionof reviews by taxing jurisdictions could be materially different from the amounts included in taxespayable or other non-current liabilities and result in additional tax expense which could materiallyadversely affect our financial position, liquidity, results of operations and cash flows.

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Tax benefits are available under the US-Ireland Income Tax Treaty to US and Irish

taxpayers that qualify for those benefits. Our eligibility for benefits under the US-Ireland

Income Tax Treaty is determined on an annual basis and we could be audited by the

Internal Revenue Service (“IRS”) for this issue. If during a subsequent tax audit or related

process, the IRS determines that we are not eligible for benefits under the US-Ireland

Income Tax Treaty, we may not qualify for treaty benefits. As a result, our effective tax rate

could significantly increase and we could be subject to a 30% US withholding tax rate on

payments of interest, royalties and dividends from our US subsidiaries to our Irish resident

subsidiaries.

We believe that interest, royalties and dividends paid by our US subsidiaries to our Irish residentsubsidiaries qualify for treaty benefits in the form of reduced withholding tax under the US-IrelandIncome Tax Treaty.

We believe that, under the limitation on benefits (“LOB”) provision of the US-Ireland Treaty, no USwithholding tax applies to interest or royalties that our US subsidiaries paid to our Irish residentsubsidiaries. The LOB provision has various conditions of eligibility for reduced US withholding taxrates and other treaty benefits, all of which we believe are satisfied. If, however, we do not qualifyfor benefits under the US-Ireland Income Tax Treaty, those interest and royalty payments wouldbe subject to a 30% US withholding tax.

We believe that, under the US-Ireland Income Tax Treaty, a 5% US withholding tax applies todividends paid by our US subsidiaries to our Irish resident subsidiaries. The LOB provision of theUS-Ireland Income Tax Treaty has various conditions of eligibility for reduced US withholding taxrates and other treaty benefits, all of which we believe we have satisfied. If, however, we do notqualify for benefits under the US-Ireland Treaty, dividend payments by our US subsidiaries wouldbe subject to a 30% US withholding rate.

Our eligibility for benefits under the US-Ireland Tax Treaty is determined on an annual basis andwe could be audited by the IRS for this issue. If during a subsequent tax audit or related process,the IRS determines that we are not eligible for benefits under the US-Ireland Income Tax Treaty,we may not qualify for treaty benefits. As a result, our effective tax rate could significantly increasebeginning in the fiscal year that such determination is made and we could be liable for taxesowing for calendar year 2012 and subsequent periods, which could adversely affect our financialposition, liquidity, results of operations and cash flows.

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LEGAL PROCEEDINGS

The Company is involved from time to time in various legal proceedings and administrativeactions related to the normal conduct of its business, including general liability claims, putativeclass and representative action lawsuits and litigation concerning our products and services.Although it is impossible to predict the outcome of any pending legal proceeding, managementbelieves that such proceedings and actions should not, individually or in the aggregate, have amaterial adverse effect on the Company’s consolidated financial position, results of operations orcash flows, except as they relate to asbestos, tax contingencies, New Zealand weathertightnessclaims and the matters described in the Other Legal Matters sections below. For further details,see “Section 3” of this Annual Report.

Tax Contingencies

Due to our size and the nature of our business, we are subject to ongoing reviews by taxingjurisdictions on various tax matters. We accrue for tax contingencies based upon our bestestimate of the taxes ultimately expected to be paid, which we update over time as moreinformation becomes available. Such amounts are included in taxes payable or other non-currentliabilities, as appropriate. If we ultimately determine that payment of these amounts isunnecessary, we reverse the liability and recognize a tax benefit during the period in which wedetermine that the liability is no longer necessary. We record additional tax expense in the periodin which we determine that the recorded tax liability is less than the ultimate assessment weexpect.

In fiscal years 2016, 2015 and 2014, we recorded an income tax benefit of US$0.3 million, nil andUS$0.3 million, respectively, as a result of the finalization of certain tax audits (whereby certainmatters were settled) and the expiration of the statute of limitations related to certain tax positions.

We file income tax returns in various jurisdictions, including Ireland, the United States, Australia,New Zealand, the Philippines and the Netherlands. We are no longer subject to US federalexaminations by the IRS for tax years prior to tax year 2013. We are no longer subject toexaminations by the Australian Taxation Office for tax years prior to tax year 2012.

New Zealand Weathertightness Claims

Our New Zealand subsidiaries have been and, at times, continue to be joined in a number ofconstruction defect claims in New Zealand that relate to residential buildings (single and multi-family dwellings) and a small number of non-residential buildings, primarily constructed from 1998to 2004. The claims have often involved multiple parties and alleged that losses were incurreddue to excessive moisture penetration of the buildings’ structures. The claims have typicallyincluded allegations of poor building design, inadequate certification of plans, inadequateconstruction review and compliance certification and deficient work by sub-contractors.

We recognize a liability for both asserted and unasserted claims in the period in which the lossbecomes probable and estimable. The amount of reasonably possible loss is dependent on anumber of factors including, without limitation, the specific facts and circumstances unique to eachclaim brought against our New Zealand subsidiaries, the existence of any co-defendants involved

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in defending the claim, the solvency of such co-defendants (including the ability of such co-defendants to remain solvent until the related claim is ultimately resolved), the availability ofclaimant compensation under a government compensation scheme, the amount of loss estimatedto be allocable to our New Zealand subsidiaries in instances that involve co-defendants indefending the claim and the extent to which our New Zealand subsidiaries have access to third-party recoveries to cover a portion of the costs incurred in defending and resolving such actions.

We have made a provision for the asserted and unasserted New Zealand weathertightness claimswithin Other Current Liabilities, with a corresponding estimated receivable for third-partyrecoveries being recognized within Accounts and Other Receivables.

The estimated loss incorporates assumptions that are subject to the foregoing uncertainties andare principally derived from, but not exclusively based on, historical claims experience togetherwith facts and circumstances unique to each claim. If the nature and extent of claims in futureperiods differ from the historical claims experience, then the actual amount of loss may bematerially higher or lower than estimated losses accrued.

For further information, see Note 14 to our consolidated financial statements in Section 2.

Other Legal Matters

Environmental

Our operations, like those of other companies engaged in similar businesses, are subject to anumber of laws and regulations on air, soil and water quality, waste handling and disposal. Ourpolicy is to accrue for environmental costs when it is determined that it is probable that anobligation exists and the amount can be reasonably estimated.

Other Product Liability

As of 31 March 2016, one of our US subsidiaries has been named as a defendant in 13 relatedlawsuits in nine separate US federal district courts. Each lawsuit has a different set of facts andcircumstances; however, the lawsuits all relate to products allegedly manufactured by thesubsidiary, raise virtually the same claims and are brought by the same underlying group ofplaintiffs’ counsel. In addition to the individually-named plaintiffs, each lawsuit seeks to pursueclaims on behalf of a purported but unidentified class of homeowners.

The plaintiffs moved to transfer and consolidate all of the related actions within one federal districtcourt, and their motion was granted in June 2012. However, no class has been certified. Webelieve we have meritorious defenses to each lawsuit and in opposition to class certification, andintend to vigorously defend the actions.F

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CONTROLS AND PROCEDURES

Management’s Annual Report on Internal Control Over Financial Reporting

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management,including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the designand operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under theExchange Act) as of the end of the period covered by this Annual Report. In designing andevaluating our disclosure controls and procedures, our management recognizes that any controlsand procedures, no matter how well designed and operated, can provide only reasonableassurance of achieving the desired control objectives and are subject to certain limitations,including the exercise of judgment by individuals, the difficulty in identifying unlikely future events,and the difficulty in eliminating misconduct completely. Based upon that evaluation, our ChiefExecutive Officer and Chief Financial Officer have concluded that, our disclosure controls andprocedures were effective at a reasonable assurance level as of 31 March 2016, to ensure theinformation required to be disclosed in the reports that we file or submit under the Exchange Actwere recorded, processed, summarized and reported within the time periods specified in the rulesand forms of the SEC and that such information was accumulated and communicated to ourmanagement, including our Chief Executive Officer and Chief Financial Officer, to allow for timelydecisions regarding required disclosures.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control overfinancial reporting as defined in Rule 13a-15(f) of the Exchange Act. Because of its inherentlimitations, internal control over financial reporting may not prevent or detect all misstatements.Also, projections of any evaluation of effectiveness to future periods are subject to the risk thatcontrols may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

We assessed the effectiveness of our internal control over financial reporting as of 31 March2016. In making this assessment, we used the criteria set forth by the Committee of SponsoringOrganizations of the Treadway Commission in Internal Control — Integrated Framework (2013).Based on our assessment using those criteria, we concluded that our internal control overfinancial reporting was effective as of 31 March 2016.

The effectiveness of our internal control over financial reporting as of 31 March 2016 has beenaudited by Ernst & Young LLP, an independent registered public accounting firm, as stated intheir report below.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during theperiod covered by this Annual Report that have materially affected, or are reasonably likely tomaterially affect, our internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of James Hardie Industries plc:

We have audited James Hardie Industries plc’s internal control over financial reporting as of31 March 2016, based on criteria established in Internal Control—Integrated Framework issued bythe Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (theCOSO criteria). James Hardie Industries plc’s management is responsible for maintaining effectiveinternal control over financial reporting, and for its assessment of the effectiveness of internal controlover financial reporting included in the accompanying Management’s Annual Report on InternalControl over Financial Reporting. Our responsibility is to express an opinion on the company’sinternal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company AccountingOversight Board (United States). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether effective internal control over financial reporting wasmaintained in all material respects. Our audit included obtaining an understanding of internal controlover financial reporting, assessing the risk that a material weakness exists, testing and evaluating thedesign and operating effectiveness of internal control based on the assessed risk, and performingsuch other procedures as we considered necessary in the circumstances. We believe that our auditprovides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting principles. A company’sinternal control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorized acquisition, use ordisposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detectmisstatements. Also, projections of any evaluation of effectiveness to future periods are subject tothe risk that controls may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate.

In our opinion, James Hardie Industries plc maintained, in all material respects, effective internalcontrol over financial reporting as of 31 March 2016 based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company AccountingOversight Board (United States), the consolidated balance sheets of James Hardie Industries plc asof 31 March 2016 and 2015, and the related consolidated statements of operations andcomprehensive income, changes in shareholders’ equity (deficit), and cash flows for each of thethree years in the period ended 31 March 2016, and our report dated 19 May 2016 expressed anunqualified opinion thereon.



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EMPLOYEES

During each of the last three fiscal years, we employed the following average number of people:

Fiscal Years Ended 31 March

2016 2015 2014

Fiber Cement United States and Canada 2,119 2,066 1,915

Fiber Cement Australia 475 480 464

Fiber Cement New Zealand 157 148 141

Fiber Cement Philippines 190 182 176

Pipes Australia1 35 66 63

Fiber Cement Europe 71 64 58

Research & Development, including Technology 155 129 133

General Corporate 55 43 33

Total Employees 3,257 3,178 2,983

1 During the first quarter of fiscal year 2016, we completed the sale of our Australian Pipes business.

As of the end of 31 March 2016, of the 3,257 average number of people employed, approximately185 employees have their employment conditions determined by collective agreementsnegotiated with labor unions (approximately 98 and 87 employees in Australia and New Zealand,respectively). Under Australian law, we cannot keep records of union members, as such, it ispossible that some of the employees covered by the collective agreements may not be membersof a union. Our management believes that we have a satisfactory relationship with these unionsand its members and there are currently no ongoing labor disputes. We currently have noemployees who are members of a union in the United States.

LISTING DETAILS

As a company incorporated under the laws of Ireland, we have listed our securities for trading onthe ASX, through CHESS, via CUFS. CUFS are a form of depositary security that represent abeneficial ownership interest in the securities of a non-Australian corporation. Each of our CUFSrepresents the beneficial ownership of one share of common stock of JHI plc, the legal ownershipof which is held by CDN. The CUFS are listed and traded on the ASX under the symbol “JHX.”

We have also listed our securities for trading on the NYSE. We sponsor an ADS program,whereby beneficial ownership of CUFS is represented by ADS. These ADSs trade on the NYSE inthe form of American Depositary Receipts (“ADRs”), under the symbol “JHX.” Previously, thebeneficial ownership ratio under our ADS program was five CUFS to each ADS; however,effective 18 September 2015, the beneficial ownership ratio was changed to a 1-to-1 CUFS toADS ratio. Since fiscal year 2015, Deutsche Bank Trust Company Americas (“Deutsche Bank“)has acted as the depository for our ADS program. Unless the context indicates otherwise, whenwe refer to ADSs, we are referring to ADRs or ADSs and when we refer to our common stock weare referring to the shares of our common stock that are represented by CUFS.

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Trading Markets

Our securities are listed and quoted on the following stock exchanges:

Common Stock (in the form of CUFS) . . . . . . . . . . . . . . . . . . .Australian Securities ExchangeADSs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .New York Stock Exchange

We cannot predict the prices at which our shares and ADSs will trade or the volume of trading forsuch securities, nor can we assure you that these securities will continue to meet the applicablelisting requirements of these exchanges.

Price History

The trading prices of JHI plc CUFS and ADSs on the ASX and NYSE, respectively, are as follows:

JHI plc CUFS on ASX

Period High (A$) Low (A$)

Fiscal year ended:

31 March 2016 20.04 14.15

31 March 2015 15.67 11.16

31 March 2014 15.21 8.47

31 March 2013 10.50 6.87

31 March 2012 7.99 4.66

Fiscal quarter ended:

31 March 2016 18.68 14.24

31 December 2015 19.29 14.89

30 September 2015 20.04 16.20

30 June 2015 18.43 14.15

31 March 2015 15.67 11.64

31 December 2014 13.49 11.16

30 September 2014 14.42 11.89

30 June 2014 14.74 13.02

Month ended:

30 April 2016 19.61 17.63

31 March 2016 18.68 17.38

29 February 2016 18.45 15.50

31 January 2016 17.57 14.24

31 December 2015 17.71 14.89

30 November 2015 19.29 16.02

JHI plc ADS on NYSE

Period High (US$) Low (US$)

Fiscal year ended:

31 March 20161 72.19 10.19

31 March 2015 68.51 48.39

31 March 2014 72.26 39.97

31 March 2013 54.00 34.00

31 March 2012 40.90 25.23

Fiscal quarter ended:

31 March 20161 14.28 10.19

31 December 20151 13.62 10.30

30 September 20151 72.19 11.87

30 June 2015 70.34 57.20

31 March 2015 60.68 48.39

31 December 2014 55.00 48.87

30 September 2014 66.36 51.84

30 June 2014 68.51 60.54

Month ended1:

30 April 2016 15.41 13.45

31 March 2016 14.28 12.72

29 February 2016 12.88 10.94

31 January 2016 12.45 10.19

31 December 2015 12.78 10.30

30 November 2015 13.62 11.63

1 Effective 18 September 2015, the beneficial ownership ratio under our ADS program was changed from five CUFS toeach ADS to one CUFS to each ADS.

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Trading on the Australian Securities Exchange

The ASX is headquartered in Sydney, Australia, with branches located in each Australian statecapital. Our CUFS trade on the ASX under the symbol “JHX.” The ASX is a publicly listedcompany with trading being undertaken by brokers licensed under the Australian CorporationsAct. Trading principally takes place between the hours of 10:00 a.m. and 4:00 p.m. AustralianEastern Standard Time on each weekday (excluding Australian public holidays). Settlement oftrades in uncertificated securities listed on the ASX is generally effected electronically. This isundertaken through CHESS, which is the clearing and settlement system operated by the ASX.

Trading on the New York Stock Exchange

In the United States, our ADSs trade on the NYSE under the symbol “JHX.” Trading principallytakes place between the hours of 9:30 a.m. and 4:00 p.m. Eastern Time on each weekday(excluding US public holidays). All inquiries and correspondence regarding ADSs should bedirected to Deutsche Bank, 60 Wall Street, New York, New York 10005, United States. To speakdirectly to a Deutsche Bank representative, please call 1-212-250-9100. You may also send ane-mail inquiry to [email protected] or visit the Deutsche Bank website at https:\\www.adr.db.com.

Fees and Charges Payable by Holders of our ADSs

The following is a summary of the fee provisions of our deposit agreement with Deutsche Bank.For more complete information regarding our ADS program, investors are directed to read theentire amended deposit agreement, a copy of which has been filed as Exhibit 2.1 and 2.2 to thisAnnual Report.

Service Fees

Issuance of ADSs, including issuances resultingfrom a distribution of shares or rights or otherproperty

Up to US$0.05 per ADS issued

Cancellation of ADSs Up to US$0.05 per ADS issued

Distribution of cash dividends or other cashdistributions

Up to US$0.05 per ADS issued

Operational and maintenance costsAn annual fee of US $0.05 per ADS held on theapplicable record date established by thedepositary

Additionally, under the terms of our deposit agreement, Deutsche Bank is entitled to charge eachregistered holder the following:

• taxes and other governmental charges;• registration fees as may from time to time be in effect for the registration of transfers of

CUFS generally on the CHESS;• expenses for cable, telex and fax transmissions and delivery services;• expenses incurred for converting foreign currency into US dollars;

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• fees and expenses incurred in connection with compliance with exchange controlregulations and other regulatory requirements applicable to CUFS, deposited securities,ADSs and ADRs; and

• fees and expenses incurred in connection with the delivery or servicing of CUFS ondeposit.

If any tax or other governmental charge becomes payable with respect to any security on deposit,such tax or other governmental charge is payable by the ADS holder to Deutsche Bank. DeutscheBank may refuse to affect any transfer or withdrawal of a deposited security until such payment ismade. Deutsche Bank may withhold any dividends or other distributions or may sell for theaccount of the ADS holder any part or all of the deposited securities, and may apply suchdividends, other distributions, or proceeds of any such sale in payment of such tax or othergovernmental charge and the ADS holder will remain liable for any deficiency.

Generally, Deutsche Bank collects its fees for delivery and surrender of ADSs directly frominvestors depositing shares or surrendering ADSs for the purpose of withdrawal or fromintermediaries acting for them. Additionally, Deutsche Bank collects fees for making distributionsto investors by deducting those fees from the amounts distributed or by selling a portion ofdistributable property to pay the fees. Deutsche Bank may collect its annual fee for depositaryservices by deductions from cash distributions or by directly billing investors or by charging thebook-entry system of accounts of participants acting for them. Deutsche Bank may generallyrefuse to provide fee-attracting services until its fees for those services are paid.

As part of its service as depositary, Deutsche Bank has agreed: (i) to arrange for the local custodyof the underlying shares and absorb the costs of servicing the same; (ii) to make certain annualreimbursements to us based on a percentage of net revenues collected for ADS issuance andcancellation fees, net of custody costs, which we will use toward investor relations expenses andother expenses related to the maintenance of the ADS program (no reimbursements of this typewere paid by Deutsche Bank in fiscal year 2016); (iii) to waive the cost associated withadministrative and reporting services under the ADS program, such costs being valued atUS$60,000 per year; and (iv) to waive the access charges to www.adr.db.com, such costs beingvalued at US$10,000 per year. In addition, Deutsche Bank agreed to reimburse or waive certainlegal, printing and advertising and promotional costs relative to our transfer of the ADS programfrom Bank of New York Mellon (US$58,929).

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PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED

PURCHASERS(Number of shares in millions)

PeriodTotal shares (or

Units) purchased

Average pricepaid per share(or Unit) in US$

Total sharespurchased as part ofpublicly announced

programs 1

Maximum number ofshares that may yet bepurchased under the

programs 1

April 1 - 30, 2015 - - - 22.2

May 1 - 20, 2015 - - - 22.2

May 21 - 31, 2015 - - - 22.3

June 1 - 30, 2015 - - - 22.3

July 1 - 30, 2015 1.7 13.50 1.7 20.6

August 1 - 31, 2015 - - - 20.6

September 1 - 30, 2015 - - - 20.6

October 1 - 31, 2015 - - - 20.6

November 1 - 30, 2015 - - - 20.6

December 1 - 31, 2015 - - - 20.6

January 1 - 31, 2016 - - - 20.6

February 1 - 28, 2016 - - - 20.6

March 1 - 31, 2016 - - - 20.6

1 During fiscal year 2016, the Company operated two separate share repurchase programs. The first program (the “fiscalyear 2015 program”) to repurchase up to 5% of our issued share capital (approximately 22.2 million shares) wasannounced on 22 May 2014 and expired on 20 May 2015. No shares were repurchased or cancelled under the fiscalyear 2015 program. The second program (the “fiscal year 2016 program”) to repurchase up to 5% of our issued sharecapital (approximately 22.3 million shares) was announced on 21 May 2015 and expired on 21 May 2016. Under thefiscal year 2016 program, we repurchased approximately 1.7 million shares at a cost of US$22.3 million.

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CONSTITUTION

General

Our corporate domicile is in Ireland and our registered office is located at Europa House, SecondFloor, Harcourt Centre, Harcourt Street, Dublin 2, Ireland. We are registered at the CompaniesRegistration Office of the Department of Jobs, Enterprise and Innovation in Dublin, Ireland undernumber 485719. The following is a summary of the key provisions contained in our currentConstitution, which was adopted by shareholders at our 2015 Annual General Meeting.

Key Provisions of Our Constitution

Purpose of the Company

Our main object, which is stated in our Memorandum of Association, is to:

“carry on the businesses of manufacturer, distributor, wholesaler, retailer, service provider,investor, designer, trader and any other business (except the issuing of policies of insurance)which may seem to the Company’s board of directors capable of being conveniently carried on inconnection with these objects or calculated directly or indirectly to enhance the value of or rendermore profitable any of the Company’s property.”

The Memorandum of Association also states that we will have the power to carry on the businessof a holding company and co-ordinate the administration, finances and activities of any subsidiarycompanies or associated companies. Our objects and purposes are set out in Clause 3 of ourMemorandum of Association.

We also have the usual powers of an Irish plc. These include the power to borrow, to chargeassets, to grant guarantees and indemnities, to incorporate new companies and to acquireexisting companies.

Provisions of Our Articles of Association Related to Directors

General and borrowing powers

Our Articles of Association grant the directors a general power to manage the Company, but insome instances, not all, expressly limit the duties of directors. The directors will have the power toexercise all of the powers of the Company that have not been otherwise expressly reserved to theshareholders by Irish Company Law or our Articles of Association. In addition, the directors arealso granted certain specific powers by our Articles of Association, including:

• the power to delegate their powers to the CEO, any director, any person or personsemployed by us or any of our subsidiaries or to a committee of the Board;

• the power to appoint attorneys to act on our behalf;• the power to borrow money on our behalf and to mortgage or charge our undertaking,

property, assets, and uncalled capital as security for such borrowings; and• the power to do anything that is necessary or desirable for us to participate in any

computerized, electronic or other system for the facilitation of the transfer of CUFS or theoperation of our registers that may be owned, operated or sponsored by the ASX.

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The directors’ borrowing powers can be varied by amending the relevant article in accordancewith Irish law. This would require a ‘special resolution’ of shareholders (i.e., a resolution which hasbeen passed by not less than 75% of votes cast (in person or by proxy) at a duly convened andquorate general meeting of shareholders).

Under Irish law, directors have certain common law and statutory fiduciary duties. Under the IrishCompanies Act 2014, directors must (amongst other things) act in good faith in what the directorconsiders to be the interests of the Irish plc and to act honestly and responsibly in relation to theconduct of the affairs of the Irish plc. Many (but not all) fiduciary duties, which were previouslyfounded under common law, have been given a statutory basis by the Irish Companies Act 2014.

In addition to the powers granted to our directors as outlined above, the table below sets forth asummary of certain other provisions contained within our Articles of Association related toDirectors:

Provision Details

Power to vote on proposals,arrangements or contracts inwhich the director is materiallyinterested

The Company’s Articles of Association provide that a directorcannot vote on any resolution concerning a matter in which he has,directly or indirectly, an interest which is material or a duty whichconflicts or may conflict with the interests of the Company. Adirector cannot be counted in the quorum present at a meeting inrelation to any such resolution on which the director is not entitledto vote.

Under Irish law, directors who have a personal interest in a contractor a proposed contract with the Company are required to declarethe nature of their interest at a meeting of the directors of theCompany. The Company is required to maintain a register of suchdeclared interests which must be made available for inspection bythe shareholders at general meetings.

Power to vote on compensation The maximum aggregate ordinary remuneration of the non-executive directors is US$2,300,000 per annum and can beincreased from time to time by an ordinary resolution. Changes tonon-executive director remuneration are recommended by theRemuneration Committee and are approved at a properly convenedmeeting of the Board (which consists of nine non-executivedirectors and the CEO).

There is no requirement for our shareholders to approve theremuneration policy. The Company currently intends to continuevoluntarily producing a remuneration report.

These provisions are subject to the relevant listing rules of the ASXregarding director remuneration.

Age limit for retirement or non-retirement

Our Articles of Association do not include any provisions regardingthe mandatory retirement age of a director.

Number of shares for director’squalification

No director will require a share qualification in order to act as adirector.

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Issuance of Shares; Pre-emptive Rights

We have been registered with one class of shares; however, our Articles of Association allow forany share to be issued with such rights or restrictions as the shareholders may by ordinaryresolution determine.

Shareholders may authorize us (acting through our directors) by special resolution to issue sharesin whatever manner on the basis that they will be subsequently redeemed. Once issued, we maycancel redeemed shares or alternatively hold them as treasury shares (which subsequently will bereissued or cancelled).

The Board has the power: (a) to issue shares up to a maximum of our authorized share capital;and (b) to limit or exclude statutory pre-emptive rights in respect of such issue for cashconsideration, for a period of up to five years in each case, subject to renewal, by a specialresolution of shareholders (which requires the approval of holders of 75% of shares present inperson or by proxy and voting at the relevant general meeting) in the case of disapplication ofstatutory pre-emptive rights, and an ordinary resolution (which requires the approval of holders ofa majority of shares present in person or by proxy and voting at the relevant general meeting) inthe case of authorizing the board to issue shares.

Our Articles of Association grant these authorizations to the Board, which will expire (unlessrenewed) on 14 August 2020.

These authorizations are subject to the listing rules of the ASX and NYSE in relation to the issueof new equity securities, which require:

• in the case of the ASX, shareholder approval for the issue of equity securities whichexceed 15% of the number of equity securities on issue (as determined in accordancewith the ASX listing rules and subject to the various exemptions set out therein); and

• in the case of the NYSE, shareholder approval for the issuance of shares that have or willhave upon issuance voting power equal to or in excess of 20% of the voting poweroutstanding before the issuance of such shares (subject to certain exceptions).

If the Board is at any time not designated as the authorized body for such powers, theshareholders acting by ordinary resolution have the power to issue shares, but only upon theproposal of the Board.

As an Irish company that has listed securities in Australia and the United States, we are subject toapplicable legislation regarding insider trading. Generally, Australian law prohibits persons fromtrading on the basis of information which is not generally available and which, if it were generallyavailable, a reasonable person would expect to have a material effect on the price or value ofsecurities. Similarly, in the United States, persons are prohibited from trading on the basis ofmaterial, non-public information. We have adopted an internal code on insider trading consistentwith Australian and US laws and regulations.

Repurchase of Shares and Reduction of Capital

Irish law permits us to redeem our shares (provided such shares are redeemable) at any timewhether on or off market without shareholder approval. Accordingly, our Articles of Association

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provide that, when we agree to acquire any shares (unless we elect to treat the acquisition as apurchase), it shall be a term of such contract that the relevant shares become redeemable on theentry into of that contract and that completion of that contract shall constitute redemption of therelevant shares. This means that we may acquire our own shares.

In addition, Irish law permits an Irish company and its subsidiaries to make market purchases ofthe shares of the Irish company on a recognized stock exchange if shareholders of the companyhave granted the company and/or its subsidiaries a general authority by ordinary resolution to doso. Currently, the Irish Stock Exchange, the NYSE, NASDAQ and the London Stock Exchangeare the recognized stock exchanges for this purpose.

As the ASX is not currently a recognized stock exchange for the purposes of Irish law, on- and off-market purchases of our shares (by way of trading CUFS) will only be available to us through theirredemption in accordance with the redemption mechanism in our Articles of Association, outlinedabove, provided we do not treat such acquisition as a purchase.

A redemption or repurchase of shares may only be funded out of distributable reserves or out ofthe proceeds of a fresh issue of shares for that purpose.

Under Irish Company Law, the Board may determine whether shares that we have repurchasedor redeemed will either be held in treasury or cancelled. However, under Irish Company Law, thenominal value of treasury shares held by us may not, at any one time, exceed 10% of the nominalvalue of our issued share capital.

Unless otherwise required by an Irish plc’s Articles of Association or Irish law, no business otherthan the appointment of a chairman may be transacted at any general meeting unless at least 5%of Irish plc’s issued share capital is present or represented.

Shareholders Meetings and Voting Rights

Our AGMs will generally be held in Ireland unless shareholder approval, pursuant to an ordinaryresolution, is granted at the preceding AGM to hold the following general meeting outside ofIreland. There is no requirement that extraordinary general meetings be held in Ireland. We musthold an AGM in each calendar year and within nine months after the financial year end and weshall announce the date of each AGM no less than 35 business days before such meeting is dueto be held. All business that is transacted at an AGM shall be deemed to be special business,except: (1) the consideration of the Company’s statutory financial statements and the report of thedirectors and the report of the auditors of those statements and that report; (2) the review by themembers of the Company’s affairs; (3) the declaration of a dividend (if any) of an amount notexceeding the amount recommended by the directors; (4) the election of directors in the place ofthose retiring (whether by rotation or otherwise); (5) subject to the relevant provisions of the IrishCompanies Act 2014, the appointment or reappointment of the auditors; and (6) the authorizationof the directors to approve the remuneration of the auditors.

We shall announce the date of an extraordinary general meeting no less than 35 business daysbefore such meeting is due to be held save in exceptional circumstances where the Boardresolves otherwise. An extraordinary general meeting may be convened by (1) the directors of

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their own volition or (2) by directors upon being requested to do so pursuant to Irish CompanyLaw, by one or more persons who alone or together hold 10% of our issued share capital. Anextraordinary general meeting must be convened within 21 calendar days after such a requesthas been made of us by a shareholder (who holds 10% or more of our issued share capital), andthe extraordinary general meeting must be held no later than two months after such a request hasbeen made by a shareholder.

One or more persons who alone or together hold at least 10% of our issued share capital mayrequest that the Board call an extraordinary general meeting. In addition, such holders may alsorequest that the Board place a matter on the agenda of any general meeting so long as any suchrequest shall be received by us at least 30 business days before the general meeting to which itrelates, at such postal or e-mail address as specified by us for that purpose in the announcementof the general meeting. Such request must be accompanied by stated grounds justifying itsinclusion, or a draft resolution, together not to exceed 1,000 words. Such a request will bedeclined by our Board where: (i) the request is contrary to the Constitution, Irish law or the ASXListing Rules, or (ii) the time limits specified in the Articles of Association have not been compliedwith.

Our quorum for general meetings is two or more persons who alone or jointly hold or represent byproxy at least 5% of the Company’s issued share capital and who are entitled to vote upon thebusiness to be transacted.

Our quorum for meetings of a separate class of shareholders is one or more persons who aloneor jointly hold or represent by proxy at least 5% in nominal value of the issued shares of the class.

Holders of CUFS and ADSs do not appear on our share register as legal holders of shares.Accordingly, the ability to call an extraordinary general meeting only may be exercised, in thecase of holders of CUFS, by providing instructions to the CUFS depositary or by converting theirCUFS to shares, and, in the case of holders of ADSs, by converting their ADSs to CUFS andthereafter providing instructions to the CUFS depositary or converting their CUFS to shares.

All shares issued have the right to one vote for each share held on every matter submitted to avote of the shareholders. CUFS holders are entitled to attend and to speak at our shareholdermeetings and can vote at our shareholder meetings:

• by instructing CDN, as legal owner of our shares represented by CUFS, how to vote theshares represented by the holder’s CUFS;

• by directing CDN to appoint itself (or another person) as the nominated proxy pursuant toa voting instruction form provided by the Company; or

• by converting the holder’s CUFS into our shares and voting the shares at the meeting,which must be undertaken prior to the meeting. However, in order to sell their shares onthe ASX thereafter, it will first be necessary to convert them back to CUFS.

ADS holders will not be entitled to attend our general meetings of shareholders, but can vote bygiving an instruction to Deutsche Bank, as the ADS depositary on how to instruct CDN to vote at ameeting.

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Irish law and our Articles of Association currently do not impose any limitations on the rights ofpersons who are not residents of Ireland to hold or vote shares, solely as a result of such non-resident status.

Annual Report

Our fiscal year runs from 1 April through 31 March. Irish law requires that our annual accountsmust be laid before the shareholders at the AGM within nine months of the balance sheet dateand that copies of our financial statements must be sent to the shareholders 21 days before theAGM. We prepare consolidated annual accounts under “modified” US GAAP, which is US GAAPto the extent that it is not inconsistent with Irish Company Law. We will also prepare standaloneannual entity accounts under Irish GAAP and lay those accounts before the AGM. The annualaccounts will also include report of an independent accountant.

Indemnification

Our Articles of Association provide that our current and former directors, company secretary,employees and persons who may be deemed by our Board to be our agent are indemnified by usfor costs, losses and expenses arising out of such person’s exercise of their duties to us.However, under Irish Company Law, this indemnity only binds us to indemnify a current or formerdirector or company secretary where judgment is given in any civil or criminal action in favor ofsuch current or former director or company secretary, or where a court grants relief because thecurrent or former director or company secretary acted honestly and reasonably and ought fairly tobe excused. Our Articles of Association apply the same restrictions to employees and personsdeemed by our Board to be our agent who are not current or former directors or companysecretary.

We have also entered into deeds of access, insurance and indemnity with our directors, companysecretary and certain senior employees.

Dividends

Dividends and distributions of assets to shareholders may be declared: (a) in the case ofdividends, by the Board; or (b) upon the recommendation of the Board, by an ordinary resolutionof shareholders, provided that with respect to dividends or distributions declared pursuant tosubsection (b) above, the dividends or distributions may not exceed the amount recommended bythe Board.

Dividends and distributions may only be made in-so-far as: (a) we have sufficient distributableprofits; and (b) our net assets are not less than the aggregate of called up share capital plusundistributable reserves and the distribution does not reduce our net assets below suchaggregate.

If directors so resolve, any dividend that has remained unclaimed for 12 years from the date of itsdeclaration shall be forfeited and cease to remain owing by the Company. The payment bydirectors of any unclaimed dividend or other moneys payable in respect of a share into a separateaccount shall not constitute us a trustee in respect thereof. However, it is unlikely that any such

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unclaimed dividends will be forfeited due to the operation of Australian legislation, under whichdividends that have been unclaimed for six years are paid to the relevant state authority, throughwhich shareholders can claim a refund of such dividends in the future.

Our Board determines the record dates at which time registered holders of our shares, includingCDN issuing CUFS to the ADS depositary, will be entitled to dividends and also sets the paymentdates for these dividends. Dividends are declared payable to our shareholders in US dollars.Deutsche Bank, our ADS depositary, receives dividends in US dollars directly from JHI plc oneach CUFS dividend payment date and will distribute any dividend to holders of ADSs in USdollars pursuant to the terms of the deposit agreement. Other CUFS holders registered at adividend record date are paid their dividend on each CUFS dividend payment date in theequivalent amount of Australian dollars, as determined by the prevailing exchange rate shortlyafter the CUFS dividend record date.

Amendment of Articles of Association

Our Articles of Association may be amended by our shareholders, which include changes to therights of shareholders, subject to Irish Company Law restrictions, by resolution approved by 75%of the votes cast at a general meeting of shareholders at which at least 5% of our issued sharecapital is present or represented.

Liquidation Rights

In the event of our liquidation, and after we have paid all debts and liquidation expenses, theexcess of any assets shall be distributed among our shareholders in proportion to the capital atthe commencement of the winding up which is paid up or credited as paid up on such shares heldby our shareholders. As a holding company, our sole material assets will be the capital stock ofour subsidiaries.

Limitations on Right to Hold Common Stock

The Irish Takeover Rules regulate takeover and merger transactions, however effected, by whichcontrol of a public limited company incorporated in Ireland with a listing of its equity securities oncertain specified stock exchanges, including the New York Stock Exchange, may be obtained orconsolidated. Control means a holding or aggregate holding of shares carrying 30% or more ofthe voting rights of a relevant company, irrespective of whether the holding or holdings give defacto control.

The Irish Takeover Rules are statute based. The Irish Takeover Panel is the body that regulatesall transactions subject to the Irish Takeover Rules.

Rule 9 of the Irish Takeover Rules states that, except with the consent of the Irish TakeoverPanel, when:

• any person acquires, whether by a series of transactions over a period of time or not,shares or other securities which (taken together with shares or other securities held oracquired by persons acting in concert) carry 30% or more of the voting rights of a relevantcompany; or

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• any person, who together with persons acting in concert, holds not less than 30% of thevoting rights and such person or any person acting in concert with them acquires, in anyperiod of 12 months, additional shares or other securities of more than 0.05% of the totalvoting rights of the relevant company,

such person must extend offers to the holders of any class of equity securities (whether voting ornon-voting) and to holders of any class of transferable voting capital in respect of all such equitysecurities and transferable voting capital.

A single holder (that is, a holder excluding any parties acting in concert with the holder) holdingmore than 50% of the voting rights of a relevant company is not subject to Rule 9.

The Irish Takeover Rules also contain rules called “Substantial Acquisition Rules” which restrictthe speed with which a person may increase their holding of shares and rights over shares to anaggregate of between 15% and 30% of the voting rights of a relevant company. These rules alsorequire accelerated disclosure of acquisitions of shares or rights over shares relating to suchholdings.

The Irish Takeover Rules are built on the following general principles that apply to any transactionregulated by such rules:

• all holders of the securities of an offeree of the same class must be afforded equivalenttreatment; moreover, if a person acquires control of a company, the other holders ofsecurities must be protected;

• the holders of the securities of an offeree must have sufficient time and information toenable them to reach a properly informed decision on the offer; where it advises theholders of securities, the board of the offeree must give its views on the effects ofimplementation of the offer on employment, conditions of employment and the locations ofthe offeree’s places of business;

• the board of an offeree must act in the interests of the company as a whole and must notdeny the holders of securities the opportunity to decide on the merits of the offer;

• false markets must not be created in the securities of the offeree, of the offeror or of anyother company concerned by the offer in such a way that the rise or fall of the prices of thesecurities becomes artificial and the normal functioning of the markets is distorted;

• an offeror must announce an offer only after ensuring that he or she can fulfill in full anycash consideration, if such is offered, and after taking all reasonable measures to securethe implementation of any other type of consideration;

• an offeree must not be hindered in the conduct of its affairs for longer than is reasonableby an offer for its securities; and

• a substantial acquisition of securities (whether such acquisition is to be effected by onetransaction or a series of transactions) shall take place only at an acceptable speed andshall be subject to adequate and timely disclosure.

Although the Irish Takeover Rules may help to ensure that no person may acquire voting controlof us without making an offer to all shareholders, these provisions may also have the effect ofdelaying or preventing a change in control of the Company.

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Disclosure of Holdings

Under Irish law, a person must notify us in writing within five business days of an acquisition ordisposition of shares where:

• such person’s interest was below 3% of our issued share capital prior to such acquisitionand equals or exceeds 3% after such acquisition;

• such person’s interest was equal to or above 3% of our issued share capital before anacquisition or disposition and increases or decreases through an integer of a percentageas a result of such acquisition or disposition (e.g., from 3.8% to 4.3% or from 5.2% to4.9%); and

• where such person’s interest was equal to or above 3% of our issued share capital beforea disposition and falls below 3% as a result of such disposition.

Failure of a shareholder to disclose its interests in our shares as described above will result in noright or interest of any kind in respect of that person’s shares being enforceable, whether directlyor indirectly, by action or legal proceeding.

In addition, under Irish law, we can, if we have reasonable cause to believe that a person orcompany has an interest in our shares, require such person or company to confirm that belief (oras the case may be) to indicate whether or not it is the case and to provide certain information inrelation to such holdings, including details of his or her interest in our shares and the interests (ifany) of all persons having a beneficial interest in the shares. To the extent any such information ismade available to us, Irish law requires that we make such information available for inspection toany person upon such person’s request.

If a person fails to respond to us when we make a request for information in the manner describedabove, we may apply to the High Court of Ireland for an order stating that: (a) any transfer of suchshares will be void; (b) such shares will have no voting rights; (c) no further shares will be issuedin right of those shares or pursuant to any offer made to the holder thereof; and (d) such shareswill not be entitled to any payment from us.

The restrictions described above, whether imposed for a failure to disclose a notifiable interest orfor a failure to respond to a request for information, may only be lifted by an order of the HighCourt of Ireland.

Shareholders are also subject to beneficial ownership reporting disclosure requirements under USsecurities laws, including the filing of beneficial ownership reports on Schedules 13D and 13Gwith the SEC. The SEC’s rules require all persons who beneficially own more than 5% of a classof securities registered with the SEC to file either a Schedule 13D or 13G. This filing requirementapplies to all holders of our shares of common stock, ADSs or CUFS because our securities havebeen registered with the SEC. The number of shares of common stock underlying ADSs andCUFS is used to determine whether a person beneficially owns more than 5% of the class ofsecurities. This beneficial ownership reporting requirement applies whether or not the holders areresidents of the United States. The determination of whether to file a Schedule 13D or a Schedule13G depends primarily on the nature of the beneficial owner and the circumstances surroundingthe person’s beneficial ownership. A copy of the rules and regulations relating to the reporting ofbeneficial ownership with the SEC, as well as Schedules 13D and 13G, are available on theSEC’s website at www.sec.gov.

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Company Books of Accounts

The Company is responsible for ensuring that it keeps adequate accounting records. Themeasures taken by the directors to secure compliance with the Company’s obligation to keepadequate accounting records are the use of appropriate systems and procedures andemployment of competent persons. We have appointed a Chief Financial Officer who makesregular reports to the Board and ensures compliance with the requirements of Chapter 2 of Part 6of the Irish Companies Act 2014. The Company also has a Global Controller, who works closelywith the Chief Financial Officer and makes regular reports to our Audit Committee. The accountingrecords of the Company are kept at its registered office in Ireland.

MATERIAL CONTRACTS

Other than the contracts that are described elsewhere in this Annual Report, including, withoutlimitation, the AFFA and related agreements, our Unsecured Revolving Credit Facility, theindenture governing our senior unsecured notes, the deposit agreement governing our ADSprogram, our executive compensation and equity incentive plans and certain material employmentcontracts described in “Section 1 – Remuneration” and any material contracts that have beenentered into in the ordinary course of business, the Company does not have any materialcontracts otherwise requiring disclosure in this Annual Report.

EXCHANGE CONTROLS

The European Commission has imposed financial sanctions on a number of countries throughoutthe world that are suspected of being involved in activities such as terrorism or repression of itscitizens. Ireland has given effect to these sanctions through the implementation of regulations andstatutory instruments. We do not have any subsidiaries located in countries with imposed financialsanctions by the European Commission. In addition, we do not conduct business or otherrevenue-generating activities in these countries.

Except for restrictions contained in the regulations or statutory instruments referred to above,there are no legislative or other legal provisions currently in force in Ireland or arising under ourConstitution restricting the import or export of capital, including the availability of cash and cashequivalents for use by JHI plc and its wholly owned subsidiaries, or remittances to our securityholders not resident in Ireland. In addition, except for restrictions contained in the regulations orstatutory instruments referred to above, cash dividends payable in US dollars on our commonstock may be officially transferred from Ireland and converted into any other convertible currency.

There are no limitations, either by Irish law or in our Constitution, on the right of non-residents ofIreland to hold or vote our common stock.

TAXATION

The following summarizes the material US and Irish tax consequences of an investment in sharesof our common stock. This summary does not address every aspect of taxation relevant to a

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particular investor subject to special treatment under any applicable law and is not intended toapply in all respects to all categories of investors. In addition, except for the matters discussedunder “Irish Taxation”, this summary does not consider the effect of other foreign tax laws or anystate, local or other tax laws that may apply to an investment in shares of our common stock. Thissummary assumes that we will conduct our business in the manner described in this AnnualReport. Changes in our organizational structure or the manner in which we conduct our businessmay invalidate all or parts of this summary. The laws on which this summary is based couldchange, perhaps with retroactive effect, and any law changes could invalidate all or parts of thissummary. We will not update this summary for any law changes after the date of this AnnualReport.

This discussion does not bind either the US or Irish tax authorities or the courts of thosejurisdictions. Except where outlined below, we have not sought a ruling nor will we seek a ruling ofthe US or Irish tax authorities about matters in this summary. We cannot assure you that those taxauthorities will concur with the views in this summary concerning the tax consequences of thepurchase, ownership or disposition of our common stock or that any reviewing judicial body in theUnited States or Ireland would likewise concur.

Prospective investors should consult their tax advisors regarding the particular tax

consequences of acquiring, owning and disposing of shares of our common stock,

including the effect of any foreign, state or local taxes.

United States Taxation

The following is a summary of the material US federal income tax consequences generallyapplicable to “US Shareholders” (as defined below) who beneficially own shares of our commonstock and hold the shares as capital assets. For purposes of this summary, a “US Shareholder”means a beneficial owner of our common stock that is: (1) an individual who is a citizen orresident of the United States (as defined for US federal income tax purposes); (2) a corporation orother entity created or organized in or under the law of the United States or any of its politicalsubdivisions; (3) an estate whose income is subject to US federal income taxation regardless ofits source; or (4) a trust if (i) a court in the United States can exercise primary supervision over theadministration of the trust, and one or more United States persons can control all of thesubstantial decisions of the trust, or (ii) the trust has in effect a valid election to be treated as aUnited States person for US federal income tax purposes. If a partnership (including for thispurpose any entity treated as a partnership for US federal tax purposes) is a beneficial owner of ashare of our common stock, the US federal tax treatment of a partner in the partnership generallywill depend on the status of the partner and the activities of the partnership. A holder of ourcommon stock that is a partnership and partners in that partnership should consult their own taxadvisers regarding the US federal income tax consequences of holding and disposing of thoseshares.

This summary does not comprehensively describe all possible tax issues that could influence acurrent or prospective US Shareholder’s decision to buy or sell shares of our common stock. Inparticular, this summary does not discuss: (1) the tax treatment of special classes of USShareholders, like financial institutions, life insurance companies, tax exempt organizations, tax-qualified employer plans and other tax-qualified or qualified accounts, investors liable for the

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alternative minimum tax, dealers in securities, shareholders who hold shares of our commonstock as part of a hedge, straddle or other risk reduction arrangement, or shareholders whosefunctional currency is not the US dollar; (2) the tax treatment of US Shareholders who own(directly or indirectly by attribution through certain related parties) 10% or more of our votingstock; and (3) the application of other US federal taxes, like the US federal estate tax. Thesummary is based on the Internal Revenue Code (the “Code”), applicable US Department ofTreasury regulations, judicial decisions and administrative rulings and practice, all as of the dateof this Annual Report.

Treatment of ADSs

For US federal income tax purposes, a holder of an ADS is considered the owner of the shares ofstock represented by the ADS. Accordingly, except as otherwise noted, references in thissummary to ownership of shares of our common stock includes ownership of the shares of ourcommon stock underlying the corresponding ADSs.

Taxation of Distributions

Subject to the passive foreign investment company rules discussed below, the tax treatment of adistribution on shares of our common stock held by a US Shareholder depends on whether thedistribution is from our current or accumulated earnings and profits (as determined under USfederal income tax principles). To the extent a distribution is from our current or accumulatedearnings and profits, a US Shareholder will include the amount of the distribution in gross incomeas a dividend. To the extent a distribution exceeds our current and accumulated earnings andprofits, a US Shareholder will treat the excess first as a non-taxable return of capital to the extentof the US Shareholder’s tax basis in those shares and thereafter as capital gain. See thediscussion of “Capital Gain Rates” below. Notwithstanding the foregoing described treatment, wedo not intend to maintain calculations of our current and accumulated earnings and profits.Dividends received on shares of our common stock will not qualify for the inter-corporatedividends received deduction.

Distributions to US Shareholders that are treated as dividends may be subject to a reduced rate oftax under US tax laws. For taxable income years beginning after 31 December 2012, “qualifieddividend income” is generally subject to a maximum rate of 20%. “Qualified dividend income”includes dividends received from a “qualified foreign corporation.” A “qualified foreign corporation”includes (1) a foreign corporation that is eligible for the benefits of a comprehensive income taxtreaty with the United States that contains an exchange of information program and (2) a foreigncorporation that pays dividends with respect to shares of its stock that are readily tradable on anestablished securities market in the United States. We believe that we are, and will continue to be,a “qualified foreign corporation” and that dividends we pay with respect to our shares will qualifyas “qualified dividend income.” To be eligible for the 20% tax rate, a US Shareholder must holdour shares un-hedged for a minimum holding period (generally, 61 days during the 121-day periodbeginning on the date that is 60 days before the ex-dividend date of the distribution). Although webelieve we presently are, and will continue to be, a “qualified foreign corporation,” we cannotguarantee that we will so qualify. For example, we will not constitute a “qualified foreigncorporation” if we are classified as a “passive foreign investment company” (discussed below) ineither the taxable year of the distribution or the preceding taxable year. In addition, the net

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investment income (including dividend income) of certain taxpayers are subject to an additional3.8% tax rate.

Distributions to US Shareholders that are treated as dividends are generally considered incomefrom sources outside the United States and, for purposes of computing the limitations on foreigntax credits that apply separately to specific categories of income, foreign source “passivecategory” income or, in the case of certain holders, “general category” income. In addition, specialrules will apply to determine a US Shareholder’s foreign tax credit limitation if a dividenddistributed with respect to our shares constitutes “qualified dividend income” (as describedabove). See the discussion of “Credit of Foreign Taxes Withheld” below.

The amount of any distribution we make on shares of our common stock in foreign currencygenerally will equal the fair market value in US dollars of that foreign currency on the date a USShareholder receives it. A US Shareholder will have a tax basis in the foreign currency equal to itsUS dollar value on the date of receipt and will recognize ordinary US source gain or loss when itsells or exchanges the foreign currency. US Shareholders who are individuals will not recognizegain upon selling or exchanging foreign currency if the gain does not exceed US$200 in a taxableyear and the sale or exchange constitutes a “personal transaction” under the Code. The amountof any distribution we make with respect to shares of our common stock in property other thanmoney will equal the fair market value of that property on the date of distribution.

Credit of Foreign Taxes Withheld

Under certain conditions, including a requirement to hold shares of our common stock un-hedgedfor a certain period, and subject to limitations, a US Shareholder may claim a credit against theUS Shareholder’s federal income tax liability for the foreign tax owed and withheld or paid withrespect to distributions on our shares. Alternatively, a US Shareholder may deduct the amount ofwithheld foreign taxes, but only for a year for which the US Shareholder elects to deduct allforeign income taxes. Complex rules determine how and when the foreign tax credit applies, andUS Shareholders should consult their tax advisers to determine whether and to what extent theymay claim foreign tax credits.

Sale or Other Disposition of Shares

Subject to the passive foreign investment company rules discussed below, a US Shareholder willrecognize capital gain or loss on the sale or other taxable disposition of shares of our commonstock, equal to the difference between the US Shareholder’s adjusted tax basis in the shares soldor disposed of and the amount realized on the sale or disposition. Individual US Shareholdersmay benefit from lower marginal tax rates on capital gains recognized on shares sold, dependingon the US Shareholder’s holding period for the shares. See the discussion of “Capital Gain Rates”below. Capital losses that do not offset capital gains are subject to limitations on deductibility. Thegain or loss from the sale or other disposition of shares of our common stock generally will betreated as income from sources within the United States for foreign tax credit purposes, unless theUS Shareholder is a US citizen residing outside the United States and certain other conditions aremet.

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Capital Gain Rates

Effective 1 January 2013, long-term capital gains of certain US individual Shareholders aresubject to a maximum rate of 20%. In addition, the “net investment income” (including long andshort-term capital gain income) of certain taxpayers is subject to an additional tax of 3.8%.

Passive Foreign Investment Company (“PFIC”) Status

Special US federal income tax rules apply to US Shareholders owning capital stock of a PFIC. Aforeign corporation will be a PFIC for any taxable year in which 75% or more of its gross income ispassive income or in which 50% or more of the average value of its assets is “passive assets”(generally assets that generate passive income or assets held for the production of passiveincome). For these purposes, passive income excludes certain interest, dividends or royaltiesfrom related parties. If we were a PFIC, each US Shareholder would likely face increased taxliabilities upon the sale or other disposition of shares of our common stock or upon receipt of“excess distributions,” unless the US Shareholder elects (1) to be taxed currently on its pro rataportion of our income, regardless of whether the income was distributed in the form of dividendsor otherwise (provided we furnish certain information to our shareholders), or (2) to mark itsshares to market by accounting for any difference between the shares’ fair market value andadjusted basis at the end of the taxable year by either an inclusion in income or a deduction fromincome (provided our ADSs, CUFS or common shares satisfy a test for being regularly traded ona qualified exchange or other market). Because of the manner in which we operate our business,we are not, nor do we expect to become, a PFIC.

Controlled Foreign Corporation Status

If more than 50% of either the voting power of all classes of our voting stock or the total value ofour stock is owned, directly or indirectly, by citizens or residents of the United States, UnitedStates domestic partnerships and corporations or estates or trusts other than foreign estates ortrusts, each of which owns 10% or more of the total combined voting power of all classes of ourstock entitled to vote, which we refer to as “10-Percent Shareholders,” we could be treated as aControlled Foreign Corporation (“CFC”), under the Code. This classification would, among otherconsequences, require 10-Percent Shareholders to include in their gross income their pro ratashares of our “Subpart F income” (as specifically defined by the Code) and our earnings investedin US property (as specifically defined by the Code).

In addition, gain from the sale or exchange of our common shares by a United States person whois or was a 10-Percent Shareholder at any time during the five-year period ending with the sale orexchange is treated as dividend income to the extent of the earnings and profits attributable to thestock sold or exchanged. Under certain circumstances, a corporate shareholder that directly owns10% or more of our voting shares may be entitled to an indirect foreign tax credit for income taxeswe paid in connection with amounts so characterized as dividends under the Code.

US Federal Income Tax Provisions Applicable to Non-United States Holders

A Non-US Holder means a beneficial owner of our common stock that is (1) a non-resident alienof the United States for US federal income tax purposes; (2) a corporation created or organized in

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or under the law of a country, or any of its political subdivisions, other than the United States; or(3) an estate or trust that is not a US Shareholder. A Non-US Shareholder generally will not besubject to US federal income taxes, including US withholding taxes, on any dividends paid on ourshares or on any gain realized on a sale, exchange or other disposition of the shares unless thedividends or gain is effectively connected with the conduct by the Non-US Shareholder of trade orbusiness in the United States (and is attributable to a permanent establishment or fixed base theNon-US Shareholder maintains in the United States if an applicable income tax treaty so requiresas a condition for the Non-US Shareholder to be subject to US taxation on a net income basis onincome related to the common stock). A corporate Non-US Shareholder under certaincircumstances may also be subject to an additional “branch profits tax” on that type of income, therate of which may be reduced pursuant to an applicable income tax treaty. In addition, gainrecognized on a sale, exchange or other disposition of our shares by a Non-US Shareholder whois an individual generally will be subject to US federal income taxes if the Non-US Shareholder ispresent in the United States for 183 days or more in the taxable year in which the sale, exchangeor other disposition occurs and certain other conditions are met.

US Information Reporting and Backup Withholding

Dividend payments on shares of our common stock and proceeds from the sale, exchange orredemption of shares of our common stock may be subject to information reporting to the InternalRevenue Service and possible US backup withholding at a current rate of 28%. Backupwithholding will not apply to a shareholder who furnishes a correct taxpayer identification numberor certificate of foreign status and makes any other required certification or who is otherwiseexempt from backup withholding. United States persons who are required to establish theirexempt status generally must provide that certification on a properly completed Internal RevenueService Form W-9 (Request for Taxpayer Identification Number and Certification). Non-USShareholders generally will not be subject to US information reporting or backup withholding.However, Non-US Shareholders may be required to provide certification of non-US status inconnection with payments received in the United States or through certain US related financialintermediaries.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may becredited against a shareholder’s US federal income tax liability, and a shareholder may obtain arefund of any excess amounts withheld under the backup withholding rules by filing theappropriate claim for refund with the Internal Revenue Service and furnishing any requiredinformation.

Irish Taxation

The following is a summary of the material Irish tax consequences generally applicable toshareholders who invest in shares of our common stock, who are neither tax resident, norordinarily resident in, Ireland. This summary does not contain a detailed description of all of theIrish tax consequences for all shareholders, which depend on that shareholder’s particularcircumstances, and should not be a substitute for advice from an appropriate professional adviserin relation to all of the possible tax issues that could influence a prospective shareholder’sdecision to acquire shares of our common stock. This summary is based on Irish tax legislation,relevant Irish case law, other Irish Revenue guidance and published opinions and administrative

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pronouncements of the Irish tax authorities, income tax treaties to which Ireland is a party, andsuch other authorities as we have considered relevant, all as in effect and available as at the dateof this Annual Report, any of which may change possibly with retroactive effect.

Treatment of ADSs

In general, for Irish tax purposes, an owner of depositary receipts is considered the owner of theshares of stock represented by depositary receipts. Accordingly, except as otherwise noted,references in this Annual Report to ownership of shares of our common stock includes ownershipof the shares underlying the corresponding ADSs.

Irish Dividend Withholding Tax

Distributions made by us to non-Irish resident shareholders will, subject to certain exceptions, besubject to Irish dividend withholding tax at the standard rate of income tax (which is currently 20%)unless you are a shareholder who falls within one of the categories of exempt shareholdersreferred to below. Where dividend withholding tax applies, we will be responsible for withholdingthe dividend withholding tax at source. For dividend withholding tax purposes, a dividend includesany distribution made by us to our shareholders, including cash dividends, non-cash dividendsand additional shares taken in lieu of a cash dividend.

Dividend withholding tax is not payable where an exemption applies provided that we havereceived all necessary documentation required by the relevant legislation from our shareholdersprior to payment of the dividend.

Certain of our non-Irish tax resident shareholders (both individual and corporate) are entitled to anexemption from dividend withholding tax. In particular, a non-Irish tax resident shareholder is notsubject to dividend withholding tax on dividends received from us where the shareholder is:

• an individual shareholder resident for tax purposes in either a member state of the EU(apart from Ireland) or in a country with which Ireland has a double tax treaty, and theindividual is neither resident nor ordinarily resident in Ireland;

• a corporate shareholder not resident for tax purposes in Ireland nor ultimately controlled,directly or indirectly, by persons so resident and which is resident for tax purposes ineither a member state of the EU (apart from Ireland) or a country with which Ireland has adouble tax treaty;

• a corporate shareholder that is not resident for tax purposes in Ireland and which isultimately controlled, directly or indirectly, by persons resident in either a member state ofthe EU (apart from Ireland) or in a country with which Ireland has a double tax treaty;

• a corporate shareholder that is not resident for tax purposes in Ireland and whoseprincipal class of shares (or those of its 75% parent) is substantially and regularly tradedon a recognized stock exchange in either a member state of the EU (including Irelandwhere the Company trades only on the Irish stock exchange) or in a country with whichIreland has a double tax treaty or on an exchange approved by the Irish Minister forFinance; or

• a corporate shareholder that is not resident for tax purposes in Ireland and is wholly-owned, directly or indirectly, by two or more companies the principal class of shares ofeach of which is substantially and regularly traded on a recognized stock exchange in

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either a member state of the EU (including Ireland where the Company trades only on theIrish stock exchange) or in a country with which Ireland has a double tax treaty or on anexchange approved by the Irish Minister for Finance; and

• provided that, in all cases noted above, the shareholder has made the appropriate non-resident declaration to us prior to payment of the dividend.

Where the shareholder is not the beneficial owner, we will be required to withhold Irish dividendwithholding tax at the standard rate of income tax unless the shareholder is a qualifyingintermediary under Irish law and that shareholder has received all necessary documentationrequired by the relevant legislation, as described above, from the beneficial owner prior topayment of the dividend.

Where our shareholders hold ADSs, they may not be required to submit an appropriatedeclaration in order to receive dividends without deduction of Irish dividend withholding taxprovided their registered address is in the US.

Prior to 31 July 2013, non-resident shareholders who were entitled to an exemption, as outlinedabove, were generally able to receive dividends without any dividend withholding tax and withoutthe need to complete the aforementioned non-resident declaration forms, pursuant to a waiver wehave received from the Irish Revenue authorities. From 31 July 2013, shareholders mustcomplete and send to us a non-resident declaration form in order to avoid Irish dividendwithholding tax. If the appropriate declaration is not made, these shareholders will be liable forIrish dividend withholding tax of 20% on dividends paid by us and may not be entitled to offset thistax. In this case, it will be necessary for shareholders to apply for a refund of the withholding taxdirectly from the Irish Revenue authorities.

Shareholders that do not fulfill the documentation requirements or otherwise do not qualify for oneof the withholding tax exemptions outlined above may be able to claim treaty benefits under adouble taxation convention. In this regard, where a double taxation convention is in effectbetween Ireland and the country of residence of a non-resident shareholder, depending on theterms of that double taxation convention, such a non-resident shareholder may be eligible for afull or partial exemption resulting in a lower dividend withholding tax rate than 20%.

For example, under the US-Ireland Treaty, certain US corporate shareholders owning directly atleast 10% of our voting power, are eligible for a reduction in withholding tax to 5% with respect todividends that we pay, unless the shares of common stock held by such residents form part of thebusiness property of a business carried on through a permanent establishment in Ireland. Thesame exception applies if the beneficial owner of the shares, being a citizen or resident of theUnited States, performs independent personal services from a fixed base situated in Ireland andthe holding of the shares of common stock in respect of which the dividends are paid pertains tosuch fixed base in Ireland. A shareholder of our common stock, other than an individual, will beineligible for the benefits of the US-Irish Treaty unless the shareholder satisfies certain tests underthe LOB provisions of Article 23 of the US-Ireland Treaty. To prevent so-called dividend stripping,Irish law generally denies the treaty benefit of a reduced dividend withholding tax rate for anydividend paid to a recipient who is not the “beneficial owner” of the dividend.

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Irish Taxes on Income and Capital Gains

Shareholders who are neither tax resident of, nor ordinarily resident in, Ireland should not besubject to any Irish taxes in respect of dividends distributed by us (other than the dividendwithholding tax described above) or capital gains realized on the disposition of shares of ourcommon stock unless such shares are used, held or acquired for the purposes of a trade carriedon in Ireland through a branch or an agency. An individual who is temporarily a non-resident ofIreland at the time of the disposal may, under anti-avoidance legislation, still be liable to Irishtaxation on any chargeable gains realized (subject to the availability of exemptions).

Capital Acquisitions Tax

Irish capital acquisitions tax (“CAT”) applies to gifts and inheritances. Subject to certain tax-freethresholds (which are determined by the relationship between the donor and successor or donee),gifts and inheritances are liable to tax at the rate of 33%. Gifts and inheritances passing betweenspouses are exempt from CAT.

Where a gift or inheritance is taken under a disposition made on or after 1 December 1999, it willbe within the charge of CAT:

• to the extent that the property of which the gift or inheritance consists is situated in Irelandat the date of the gift or inheritance;

• where the person making the gift or inheritance is or was resident or ordinarily resident inIreland at the date of the disposition under which the gift or inheritance is taken; or

• where the person receiving the gift or inheritance is resident or ordinarily resident inIreland at the date of the gift or inheritance.

Please note that the charge to CAT in respect of appointments from a discretionary trust can bedifferent and as a result, specific advice should be taken in this regard.

A non-Irish domiciled individual will not be regarded as resident or ordinarily resident in Ireland forCAT purposes on a particular date unless they are resident or ordinarily resident in Ireland on thatdate and have been resident in Ireland for the five consecutive tax years immediately precedingthe year of assessment in which the date falls.

A gift or inheritance of our common stock will be within the charge of CAT, notwithstanding thatthe person from whom or by whom the gift or inheritance is received is domiciled or residentoutside Ireland.

The Estate Tax Convention between Ireland and the United States generally provides for CATpaid on inheritances in Ireland to be credited against US federal estate tax payable in the UnitedStates and for tax paid in the United States to be credited against tax payable in Ireland, based onpriority rules set forth in the Estate Tax Convention. The Estate Tax Convention does not apply toCAT paid on gifts. Irish domestic legislation also provides for a general relief from double taxationin respect of gifts and inheritances.

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Irish Stamp Duty

Any electronic transfers of shares through the CHESS or the ADR system will be treated asexempt from stamp duty in Ireland. If a shareholder undertakes an off-market transaction involvinga transfer of the underlying shares, this will be subject to Irish stamp duty at a rate of 1% ofmarket value or consideration paid, whichever is greater and will not be able to be registered untilduly stamped. An off-market transfer of CUFS will also, where evidenced in writing, be subject tothe 1% Irish stamp duty. In addition a conversion of shares into CUFS or ADSs or a conversion ofCUFS or ADSs into underlying shares will be liable to 1% Irish stamp duty where the conversionis on a sale or in contemplation of a sale. In each case, payment of this stamp duty will be theresponsibility of the person receiving the transfer.

Documents Available for Review

We are subject to the reporting requirements of the Exchange Act applicable to “foreign privateissuers” and in accordance therewith file reports, including annual reports, and other informationwith the SEC. Such reports and other information have been filed electronically with the SECsince 4 November 2002. The SEC maintains a site on the Internet, at www.sec.gov, whichcontains reports and other information regarding issuers that file electronically with the SEC. Inaddition, such reports may be obtained, upon written request, from our company secretary at ourcorporate headquarters in Ireland or our Investor Relations department in Australia. Such reportsand other information filed with the SEC prior to November 2002 may be inspected and copied atprescribed rates at the public reference facilities maintained by the SEC at 100 F Street N.E.,Washington, D.C. 20549, or obtained by written request to our company secretary. Although, as aforeign private issuer, we are exempt from the rules under the Exchange Act prescribing thefurnishing and content of proxy statements and annual reports to shareholders and the quarterlyreporting requirements of the Exchange Act, we:

• furnish our shareholders with annual reports containing consolidated financial statementsexamined by an independent registered public accounting firm; and

• furnish quarterly reports for the first three quarters of each fiscal year containing unauditedconsolidated financial information in filings with the SEC under Form 6-K.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Cash and cash equivalents include amounts on deposit in banks and cash invested temporarily invarious highly liquid financial instruments with original maturities of three months or less whenacquired.

We have operations in foreign countries and, as a result, are exposed to foreign currencyexchange rate risk inherent in purchases, sales, assets and liabilities denominated in currenciesother than the US dollar. We also are exposed to interest rate risk associated with our long-termdebt, foreign exchange risk relative to our AFFA liability and commodity price risk relative tochanges in prices of commodities we use in production.

Periodically, interest rate swaps, commodity swaps and forward exchange contracts are used tomanage market risks and reduce exposure resulting from fluctuations in interest rates, commodityprices and foreign currency exchange rates. Our policy is to enter into derivative instrumentssolely to mitigate risks in our business and not for trading or speculative purposes. There can beno assurance that we will be successful in these mitigation strategies or that fluctuation in interestrates, commodity prices and foreign currency exchange rates will not have a material adverseeffect on our financial position, liquidity, results of operations and cash flows.

Foreign Currency Exchange Rate Risk

We have significant operations outside of the United States and, as a result, are exposed tochanges in exchange rates which affect our financial position, results of operations and cash flow.In addition, payments to AICF are required to be made in Australian dollars which, because themajority of our revenues are produced in US dollars, exposes us to risks associated withfluctuations in the US dollar/Australian dollar exchange rate. See “Section 3 – Risk Factors” of thisAnnual Report.

For our fiscal year ended 31 March 2016, the following currencies comprised the followingpercentages of our net sales, expenses and liabilities:

US$ A$ NZ$ Other1

Net sales 78.0% 13.2% 3.6% 5.2%

Expenses2 78.3% 12.7% 3.2% 5.8%

Liabilities (excluding borrowings)2 18.0% 78.5% 1.2% 2.3%

For our fiscal year ended 31 March 2015, the following currencies comprised the followingpercentages of our net sales, expenses and liabilities:

US$ A$ NZ$ Other1

Net sales 74.7% 16.2% 3.9% 5.2%

Expenses2 77.8% 13.1% 3.2% 5.9%

Liabilities (excluding borrowings)2 16.3% 82.4% 0.7% 0.6%

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1 Comprised of Philippine pesos and euro.

2 Liabilities include A$ denominated asbestos liability, which was initially recorded in the fourth quarter of fiscal year 2006.Expenses include cost of goods sold, SG&A expenses, R&D expenses and adjustments to the asbestos liability. See“Section 3 – Risk Factors,” and Note 11 of our consolidated financial statements further information regarding theasbestos liability.

We purchase raw materials and fixed assets and sell some finished product for amountsdenominated in currencies other than the functional currency of the business in which the relatedtransaction is generated. Further, in order to protect against foreign exchange rate movements,we may enter into forward exchange contracts timed to mature when settlement of the underlyingtransaction is due to occur. As of 31 March 2016, foreign exchange contracts outstandingincluded contracts to purchase €0.4 million.

As of 31 March 2015, foreign exchange contracts outstanding included contracts to purchase€3.1 million.

For further information, see Note 12 to our consolidated financial statements in Section 2.

Funding Under the AFFA

The Australian dollar to US dollar assets and liabilities rate moved from 1.3096 as of 31 March2015 to 1.3060 as of 31 March 2016, a 0.3% movement, resulting in a US$2.6 million unfavorableimpact on our fiscal year 2016 net income. Assuming that our unfunded net AFFA liability inAustralian dollars remains unchanged at A$1,001.5 million and that we do not hedge this foreignexchange exposure, a 10% movement in the Australian dollar to US dollar exchange rate (at the31 March 2016 exchange rate of 1.3060) would have approximately a US$69.7 million andUS$85.2 million favorable or unfavorable impact, respectively, on our net income.

For fiscal year 2015, assuming that our unfunded net AFFA liability in Australian dollars remainedunchanged at A$1,064.8 million and that we did not hedge this foreign exchange exposure, a 10%favorable or unfavorable movement in the A$ to US$ exchange rate (at the 31 March 2015exchange rate of 1.3096) would have had approximately an US$73.9 million and US$90.3 millionfavorable and unfavorable impact, respectively, on our net income.

Interest Rate Risk

We have market risk from changes in interest rates, primarily related to our revolving creditfacilities. As of 31 March 2016 and 2015, our revolving credit facilities were subject to variableinterest rates. The interest rate is calculated two business days prior to the commencement ofeach draw-down period based on the US$ London Interbank Offered Rate (“LIBOR”) plus thebank margin and is payable at the end of each draw-down period. If interest rates increase, ourdebt service obligations on such variable rate indebtedness would increase even though theamount borrowed remained the same, and our net income and cash flows, including cashavailable for servicing our indebtedness, would correspondingly decrease. Assuming all loanswere fully drawn, each one percentage point change in interest rates would result in aUS$5.1 million change in annual cash interest expense under the revolving credit facilities.

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From time to time, we may enter into interest rate swap contracts in an effort to mitigate interestrate risk. As of 31 March 2016, we had interest rate swap contracts with a total notional principalof US$100.0 million and a fair value of US$3.7 million, which is included in Accounts Payable. Forall of these interest rate swap contracts, we have agreed to pay the fixed interest rate whilereceiving the floating interest rate. These contracts were entered into to protect against upwardmovements in LIBOR and the associated interest the Company pays on its external debt.

At 31 March 2016, we had US$190.0 million outstanding under our credit facilities exposing us tomarket risk due to changes in the rate at which interest accrues.

At 31 March 2015, we had interest rate swap contracts with a total notional principal ofUS$125.0 million and a fair value of US$3.1 million, which is included in Accounts Payable. For allof these interest rate swap contracts, we have agreed to pay the fixed interest rate while receivingthe floating interest rate. These contracts were entered into to protect against upward movementsin LIBOR and the associated interest the Company pays on its external debt.

At 31 March 2015, we had US$75.0 million outstanding under our credit facilities exposing us tomarket risk due to changes in the rate at which interest accrues.

Commodity Price Risk

We are exposed to changes in prices of commodities used in our operations, primarily associatedwith energy, fuel and raw materials such as pulp and cement. Pulp has historically demonstratedmore price sensitivity than other raw materials that we use in our manufacturing process;however, fiscal year 2016 demonstrated some volatility in other raw materials, largely in the priceof freight and utilities such as gas and electricity. These fluctuations were driven by the economicimpact of the fluctuating price of oil, driven by the rise of fracking operations across the UnitedStates. As a result of the movement in the price of oil, and the wider uncertain economicconditions, we expect that the price of pulp, cement and energy/utility prices will fluctuate in thenear future. To minimize the additional working capital requirements caused by rising pricesrelated to these commodities, we have entered into various sourcing arrangements that discountpulp prices in relation to pulp indices and purchase our pulp from several qualified suppliers in anattempt to mitigate price increases and supply interruptions. However, if such commodity pricesdo not continue to rise, our cost of sales may be negatively impacted due to fixed pricing over thelonger-term.

We have assessed the market risk of our core commodities (pulp, cement and silica) and believethat, a +/- 10% change in the average cost of these materials for the year ended 31 March 2016would have resulted in +/- US$21.3 million or 1.9% impact on our cost of sales for fiscal year2016.

For fiscal year 2015, we had assessed the market risk of our core commodities (pulp, cement andsilica) and believe that, a +/- 10% change in the average cost of these materials for the yearended 31 March 2015 would have resulted in +/- US$21.0 or 1.9% impact on our cost of sales forfiscal year 2015.

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SECTION 4

SHARE/CHESS UNITS OF FOREIGN SECURITIES INFORMATION

As of 30 April 2016, JHI plc had 445,580,065 CUFS issued over ordinary shares listed on the ASXand held by CHESS Depositary Nominees Pty Ltd (“CDN”) on behalf of 13,284 CUFS holders.Each CUFS represents the beneficial ownership of one ordinary share and carries the right to onevote. Each CUFS holder can direct CDN on how to vote the ordinary shares on a one vote perCUFS basis. Options and RSU’s issued by the Company carry no voting rights.

At 30 April 2016, to our knowledge, we are not directly or indirectly owned or controlled by anothercorporation, by a foreign government or by any other natural or legal persons severally or jointly,and we are not aware of any arrangements the operation of which may at a subsequent dateresult in a change in control of the Company.

Geographic Distribution of Beneficial Ownership of James Hardie Industries plc

The following table shows the geographic distribution of the beneficial holders of our CUFS at31 March:

Geographic Region 31 March2016

31 March2015

Australia 41.22% 38.37%

United States 38.74% 39.66%

United Kingdom 4.91% 5.94%

Europe (excluding the United Kingdom) 4.93% 5.23%

Asia 4.51% 3.98%

Other 5.69% 6.82%

As of 30 April 2016, 0.22% of the outstanding shares of our common stock was held by 84 CUFSholders with registered addresses in the United States. In addition, as of 30 April 2016, 1.11% ofthe outstanding shares of our common stock was represented by ADSs held by three holders, allof whom have registered addresses in the United States. A total of 1.33% of our outstandingcapital stock was registered to 87 US holders as of 30 April 2016.

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Distribution Schedule of James Hardie Industries plc

The following table shows a distribution of the holders of our CUFS at 30 April 2016:

Size of Holding RangeCUFS Options

Holders Holdings Holders Holdings

1-1,000 6,873 3,140,678 - -

1,001-5,000 5,103 11,499,886 5 9,900

5,001-10,000 748 5,330,833 4 28,031

10,001-100,000 506 11,372,583 4 66,096

100,001 and over 54 414,236,085 - -

Totals 13,284 445,580,065 13 104,027

Based on the closing price of A$18.53 on 30 April 2016, there were 265 CUFS holders that heldless than a marketable parcel of shares.

Substantial CUFS holders of James Hardie Industries plc

The following table identifies those CUFS holders who beneficially owned 5% or more of ourordinary shares at 30 April 2016, based on the holdings reported by such CUFS holder in its lastshareholder notice filed with JHI plc, as required by applicable law, and their percentage of sharesoutstanding based on the number of shares outstanding as of 30 April 2016, which was445,580,065 shares:

CUFS holderShares

BeneficiallyOwned

Percentageof Shares

Outstanding

Commonwealth Bank of Australia1 31,858,024 7.15%

FMR LLC and FIL Limited2 28,725,671 6.45%

National Australia Bank Limited Group3 28,198,184 6.33%

Baillie Gifford & Co4 27,494,368 6.17%

1 Commonwealth Bank of Australia (“CBA”) and its affiliates became a substantial shareholder on 11 November 2009,however, CBA’s substantial holding status ceased when its holdings fell below 5% on 14 April 2014. On 2 June 2014,CBA became a substantial shareholder again, but ceased to be a substantial shareholder on 12 June 2014 when itsholdings fell below 5%. On 5 August 2014, CBA again became a substantial shareholder; however, it ceased to be asubstantial shareholder on 12 August 2014. On 15 August 2014, CBA most recently became a substantial shareholder,and through subsequent sales and purchases, increased its holding to 31,858,024 shares as of 31 December 2015, asreported on a Schedule 13G filed with the SEC on 12 February 2016.

2 FMR LLC and its affiliates, became a substantial shareholder on 23 July 2009, and through subsequent purchases andsales, decreased its holding to 28,725,671 shares as of 31 December 2015, as reported on a Schedule 13G filed with theSEC on 12 February 2016.

3 National Australia Bank Limited Group became a substantial shareholder on 25 May 2004, and through subsequentpurchases and sales, increased its holding to 28,198,184 shares as of 16 June 2004, as reported on a Form 604 filedwith the ASX.

4 Baillie Gifford & Co and its affiliated companies most recently became a substantial shareholder on 12 November 2009,and through subsequent purchases and sales, decreased its holding to 27,494,368 shares as of 23 December 2015, asreported on a Form 604 filed with the ASX on 29 December 2015.

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James Hardie Industries plc 20 largest CUFS holders and their holdings as of 30 April 20161

Name CUFS Holdings Percentage Rank

HSBC Custody Nominees (Australia) Limited 150,848,523 33.85% 1

J P Morgan Nominees Australia Limited 109,331,710 24.54% 2

National Nominees Limited 64,053,079 14.38% 3

Citicorp Nominees Pty Limited 29,036,291 6.52% 4

Citicorp Nominees Pty Limited 18,073,640 4.06% 5

BNP Paribas Noms Pty Ltd 14,726,496 3.31% 6

AMP Life Limited 5,457,079 1.22% 7

BNP Paribas Nominees Pty Ltd 5,013,017 1.13% 8

Australian Foundation Investment Company Limited 2,851,000 0.64% 9

BNP Paribas Nominees Pty Ltd 1,230,000 0.28% 10

HSBC Custody Nominees (Australia) Limited 716,898 0.16% 11

Millenium Pty Ltd 675,000 0.15% 12

Djerriwarrh Investments Limited 655,000 0.15% 13

Carlton Hotel Limited 625,362 0.14% 14

RBC Investor Services Australia Nominees Pty Ltd 625,246 0.14% 15

HSBC Custody Nominees (Australia) Limited 609,048 0.14% 16

Invia Custodian Pty Limited 533,575 0.12% 17

Gwynvill Investments Pty Limited 518,600 0.12% 18

Gwynvill Trading Pty Limited 428,000 0.10% 19

Sandhurst Trustees Ltd 425,382 0.10% 20

TOTAL 406,432,946 91.21%

1 Entities which hold interests in CUFS solely as a nominee or trustee for another person may have those interestsdisregarded for the purposes of: (i) substantial shareholder / CUFS holder notification provisions; and (ii) the takeoverprovisions in the Constitution. Such nominees may hold CUFS for holders included in the substantial CUFS holdersnamed in the preceding table.

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GLOSSARY OF ABBREVIATIONS AND DEFINITIONS

Abbreviations

2001 Plan 2001 Equity Incentive PlanADR American Depositary ReceiptADS American Depositary Share

AFFA Amended and Restated Final Funding Agreement, as amended from timeto time

AGM Annual General MeetingAICF Asbestos Injuries Compensation FundASIC Australian Securities and Investments CommissionASX Australian Securities ExchangeATO Australian Taxation OfficeCEO Chief Executive OfficerCFO Chief Financial OfficerCHESS Clearing House Electronic Subregister SystemCommonwealth The Commonwealth of AustraliaCP Plan Company Performance PlanCUFS CHESS Units of Foreign SecuritiesEPS Earnings Per ShareFASB Financial Accounting Standards BoardIP Plan Individual Performance PlanIRS United States Internal Revenue ServiceKPMGA KPMG Actuarial Pty LimitedLIBOR London Interbank Offered RateLTI Long-Term IncentiveLTIP Long-Term Incentive Plan 2006NAHB National Association of Home Builders

NBSK Northern Bleached Softwood Kraft, the Company’s benchmark grade ofpulp relative to our US business

NSW New South WalesNYSE New York Stock ExchangeRSU Restricted Stock UnitSEC United States Securities and Exchange CommissionSTI Short-Term Incentive

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Definitions

Financial Measures – Australian equivalent terminology

The Remuneration Report included in Section 1 of this Annual Report contains financial measuresthat are considered to be non-US GAAP, but are consistent with those used by Australiancompanies. Because the Company prepares its consolidated financial statements in accordancewith US GAAP, the following table and definitions listing cross-references each US GAAPfinancial measure as used in the Company’s consolidated financial statements to the equivalentnon-US GAAP financial measure, as used in the “Section 1 – Remuneration Report” andassociated reconciliations

Consolidated Statements of Operations

and Other Comprehensive Income (Loss)

(US GAAP)

Remuneration Report (non US GAAP)

Net sales Net sales

Cost of goods sold Cost of goods soldGross profit Gross profit

Selling, general and administrative expenses Selling, general and administrative expensesResearch and development expenses Research and development expensesAsbestos adjustments Asbestos adjustments

Operating income (loss) EBIT*

Sum of interest expense and interest income Net interest income (expense)*Other income (expense) Other income (expense)

Income (loss) before income taxes Operating profit (loss) before income taxes*

Income tax (expense) benefit Income tax (expense) benefit

Net income (loss) Net operating profit (loss)*

*- Represents non-US GAAP descriptions used by Australian companies.

Operating income and Operating income margin – is equivalent to EBIT and EBIT margin

Income before income taxes – is equivalent to operating profit before income taxes

Net income – is equivalent to net operating profit

Other Financial Measures

mmsf – million square feet, where a square foot is defined as a standard square foot of 5/16” thickness

msf – thousand square feet, where a square foot is defined as a standard square foot of 5/16” thickness

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Non-GAAP Financial Information Derived from GAAP Measures

This Annual Report includes certain financial information to supplement the Company’sconsolidated financial statements which are prepared in accordance with accounting principlesgenerally accepted in the United States (“US GAAP”). These financial measures are designed toprovide investors with an alternative method for assessing our performance from on-goingoperations, capital efficiency and profit generation. Management uses these financial measuresfor the same purposes. These financial measures include:

• Adjusted operating income;• Adjusted operating income margin;• Adjusted net income;• Adjusted diluted earnings per share;• Adjusted operating income before income taxes• Adjusted income tax expense;• Adjusted effective tax rate; and• Adjusted selling, general and administrative expenses (“Adjusted SG&A”)

These financial measures are or may be non-US GAAP financial measures as defined in the rulesof the U.S. Securities and Exchange Commission and may exclude or include amounts that areincluded or excluded, as applicable, in the calculation of the most directly comparable financialmeasures calculated in accordance with US GAAP. These financial measures are not meant to beconsidered in isolation or as a substitute for comparable US GAAP financial measures and shouldbe read only in conjunction with the Company’s consolidated financial statements prepared inaccordance with US GAAP. In evaluating these financial measures, investors should note thatother companies reporting or describing similarly titled financial measures may calculate themdifferently and investors should exercise caution in comparing the Company’s financial measuresto similar titled measures by other companies.



Operating income $ 354.0 $ 335.0 $ 53.1

Asbestos:

Asbestos adjustments (5.5) (33.4) 195.8


New Zealand weathertightness claims 0.5 (4.3) 1.8

Non-recurring stamp duty - 4.2 -

Adjusted operating income 350.7 304.0 252.8

Net sales $ 1,728.2 $ 1,656.9 $ 1,493.8

Adjusted operating income margin 20.3% 18.3% 16.9%For

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Net income $ 244.4 $ 291.3 $ 99.5

Excluding:

Asbestos:



AICF interest exepnse (income), net 0.3 (1.4) (2.9)



Asbestos and other tax adjustments 1.5 (37.5) (99.1)

Adjusted net income $ 242.9 $ 221.4 $ 197.2



Adjusted net income $ 242.9 $ 221.4 $ 197.2

Weighted average common shares outstanding —Diluted (millions) 447.2 446.4 444.6

Adjusted diluted earnings per share (US cents) 54 50 44



Operating Income before income taxes $ 330.5 $ 322.6 $ 54.6

Excluding:

Asbestos:



AICF interest expense (income), net 0.3 (1.4) (2.9)



Adjusted Operating Income before income taxes 327.5 290.2 251.4

Income tax (expense) benefit (86.1) (31.3) 44.9

Asbestos and other tax adjustments 1.5 (37.5) (99.1)

Adjusted income tax expense $ (84.6) $ (68.8) $ (54.2)

Effective tax rate 26.1% 9.7% (82.2%)

Adjusted Effective Tax Rate 25.8% 23.7% 21.6%

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Selling, general and administrative (“SG&A”) expenses $ 254.2 $ 245.5 $ 224.4

Excluding:

New Zealand weathertightness claims benefit(expenses) (0.5) 4.3 (1.8)

AICF SG&A expenses (1.7) (2.5) (2.1)

Non-recurring stamp duty - (4.2) -

Adjusted SG&A expenses 252.0 243.1 220.5

Net Sales $1,728.2 $1,656.9 $1,493.8

SG&A expenses as a percentage of net sales 14.7% 14.8% 15.0%

Adjusted SG&A expenses as a percentage of net sales 14.6% 14.7% 14.8%

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EXHIBIT LIST

ExhibitNumber

Exhibit Description Form File Number Exhibit Date

1.1 Memorandum of Association of JamesHardie Industries plc, as amended

6-K 001-15240 99.9 17 August 2015

1.2 Articles of Association of JamesHardie Industries plc

6-K 001-15240 99.9 17 August 2015

2.1

Amended and Restated DepositAgreement, dated 1 October 2014, byand among James Hardie Industriesplc, Deutsche Bank Trust CompanyAmericas, as depositary, and theholders and beneficial owners ofAmerican depositary sharesevidenced by American depositaryreceipts issued thereunder

F-6 333-198928 99.A25 September

2014

2.2Form of Amendment No. 1 toAmended and Restated DepositAgreement

F-6POS

333-198928 99(A)(2)03 September

2015

2.3

Form of Lender Deeds ofConfirmation, dated 23 June 2009, byand among James HardieInternational Finance B.V., JamesHardie Building Products Inc., JamesHardie Industries N.V. and Financier

F-4 333-160177 4.11 23 June 2009

2.4

Form of Novation Deed, dated9 October 2009, by and among JamesHardie International Finance Limited,James Hardie International FinancialB.V., James Hardie Building ProductsInc., James Hardie N.V. and Financier

F-4 333-165531 4.11 17 June 2010

2.5

Amended and Restated CommonTerms Deed Poll, dated 21 January2013, by and among James HardieInternational Finance Limited, JamesHardie Building Products, Inc., JamesHardie Industries plc, James HardieInternational Group Limited andJames Hardie Technology Limited

20-F 001-15240 2.2 27 June 2013

2.6

Guarantee Trust Deed, dated19 December 2006, by and betweenJames Hardie Industries N.V. andAET Structured Finance Services PtyLimited

F-4 333-165531 4.12 17 June 2010For

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2.7

Performing Subsidiary Undertakingand Guarantee Trust Deed, dated19 December 2006, by and betweenJames Hardie James Hardie 117 PtyLimited and AET Structured FinanceServices Pty Limited

F-4 333-165531 4.14 17 June 2010

2.8

Intercreditor Deed, dated19 December 2006, by and amongThe State of New South Wales,James Hardie Industries N.V.,Asbestos Injuries Compensation FundLimited and AET Structured FinanceServices Pty Limited

F-4 333-165531 10.34 17 June 2010

2.9

Letter Agreement, dated 21 March2007, amending the IntercreditorDeed, dated 19 December 2006, byand among The State of New SouthWales, James Hardie Industries N.V.,Asbestos Injuries Compensation FundLimited and AET Structured FinanceServices Pty Limited

F-4 333-165531 10.35 17 June 2010

2.10

Performing Subsidiary IntercreditorDeed, dated 19 December 2006, byand among The State of New SouthWales, James Hardie 117 Pty Limited,Asbestos Injuries Compensation FundLimited and AET Structured FinanceServices Pty Limited

F-4 333-165531 10.37 17 June 2010

2.11

Letter Agreement, dated 21 March2007, amending the PerformingSubsidiary Intercreditor Deed, dated19 December 2006, by and amongThe State of New South Wales,James Hardie 117 Pty Limited,Asbestos Injuries Compensation FundLimited and AET Structured FinanceServices Pty Limited

F-4 333-165531 10.38 17 June 2010

2.12

Amending Deed to Guarantee TrustDeed, dated 6 October 2009, by andbetween James Hardie Industries N.V.and AET Structured Finance ServicesPty Limited

20-F 001-15240 2.10 30 June 2010For

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2.13

Amending Deed to PerformingSubsidiary Undertaking andGuarantee Trust Deed, dated6 October 2009, by and betweenJames Hardie 117 Pty Limited andAET Structured Finance Services PtyLimited

20-F 001-15240 2.12 30 June 2010

2.14

Amending Deed (Intercreditor Deed),dated 23 June 2009, by and amongThe State of New South Wales,James Hardie Industries N.V.,Asbestos Injuries Compensation FundLimited and AET Structured FinanceServices Pty Limited

20-F 001-15240 4.36 30 June 2010

2.15

Amending Deed (PerformingSubsidiary Intercreditor Deed), dated23 June 2009, by and among TheState of New South Wales, JamesHardie 117 Pty Limited, AsbestosInjuries Compensation Fund Limitedand AET Structured Finance ServicesPty Limited

20-F 001-15240 4.39 30 June 2010

2.16

Indenture, dated 10 February 2015, byand among James HardieInternational Finance Limited, theguarantors named therein andDeutsche Bank Trust CompanyAmericas

6-K 001-15240 4.110 February

2015

2.17 Form of 5.875% Senior Note due 2023 6-K 001-15240 4.110 February

2015

2.18

Credit and Guaranty Agreement,dated 10 December 2015, by andamong James Hardie InternationalFinance Limited and James HardieBuilding Products Inc., as borrowers,James Hardie International GroupLimited and James Hardie TechnolgoyLimted, as guarantors, James HardieIndustries plc, as parent, HSBC BankUSA, National Association, asadministrative agent, and the otherlender parties thereto.*

4.1Amended and Restated James HardieIndustries plc 2001 Equity IncentivePlan

20-F 001-15240 4.1 02 July 2012

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4.2Amended and Restated James HardieIndustries plc Long Term IncentivePlan 2006

6-K 001-15240 99.10 17 August 2015

4.3

Form of Joint and Several IndemnityAgreement among James HardieN.V., James Hardie (USA) Inc. andcertain indemnitees thereto

20-F 001-15240 4.15 07 July 2005

4.4

Form of Joint and Several IndemnityAgreement among James HardieIndustries N.V., James Hardie Inc. andcertain indemnitees thereto

20-F 001-15240 4.16 07 July 2005

4.5

Form of Deed of Access, Insuranceand Indemnity between James HardieIndustries N.V. and supervisory boarddirectors and managing boarddirectors

20-F 001-15240 4.9 08 July 2008

4.6

Form of Indemnity Agreementbetween James Hardie BuildingProducts, Inc. and supervisory boarddirectors, managing board directorsand certain executive officers

20-F 001-15240 4.10 08 July 2008

4.7

Form of Irish law-governed Deed ofAccess, Insurance and Indemnitybetween James Hardie Industries SE,a European Company registered inIreland, and its directors, companysecretary and certain senioremployees

F-4 333-160177 10.10 23 June 2009

4.8

Form of Deed of Access, Insuranceand Indemnity between James HardieIndustries plc, and certain indemniteesthereto

20-F 001-15240 4.9 21 May 2015

4.9

Industrial Building Lease Agreement,effective 6 October 2000, by andbetween James Hardie BuildingProducts Inc. and Fortra Fibre-CementL.L.C.

20-F 001-15240 4.25 07 July 2005

4.10

Deed of Release – Unions andBanton, dated 21 December 2005, byand among James Hardie IndustriesN.V., Australian Council of TradeUnions, Unions New South Wales,and Bernard Douglas Banton

20-F 001-15240 4.2329 September

2006For

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4.11

Deed of Release, dated 22 June 2006,by and between James HardieIndustries N.V. and The State of NewSouth Wales

20-F 001-15240 4.2529 September

2006

4.12

Amended and Restated Final FundingAgreement, dated 21 November 2006,by and among James HardieIndustries N.V., James Hardie 117 PtyLtd, The State of New South Walesand Asbestos Injuries CompensationFund Limited in its capacity as trusteeof the Asbestos Injuries CompensationFund

6-K 001-15240 99.405 January

2007

4.13

Asbestos Injuries Compensation FundAmended and Restated Trust Deed,dated 14 December 2006, by andbetween James Hardie Industries N.V.and Asbestos Injuries CompensationFund Limited

20-F 001-15240 4.22 06 July 2007

4.14

Second Irrevocable Power of Attorney,dated 14 December 2006, by andbetween Asbestos InjuriesCompensation Fund Limited and TheState of New South Wales

20-F 001-15240 4.60 06 July 2007

4.15

Deed of Accession, dated14 December 2006, by and amongAsbestos Injuries Compensation FundLimited, James Hardie Industries N.V.,James Hardie 117 Pty Limited andThe State of New South Wales

20-F 001-15240 4.27 06 July 2007

4.16

Deed Poll, dated 11 June 2008,amendment of the Asbestos InjuriesCompensation Fund Amended andRestated Trust Deed

20-F 001-15240 4.27 08 July 2008

4.17

Amendment to Amended andRestated Final Funding Agreement,dated 6 August 2007, by and among,James Hardie Industries NV, JamesHardie 117 Pty Limited, The State ofNew South Wales and AsbestosInjuries Compensation Fund Limited inits capacity as trustee of the AsbestosInjuries Compensation Fund

20-F 001-15240 4.22 08 July 2008

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4.18

Amendment to Amended andRestated Final Funding Agreement,dated 8 November 2007, by andamong, James Hardie Industries NV,James Hardie 117 Pty Limited, TheState of New South Wales andAsbestos Injuries Compensation FundLimited in its capacity as trustee of theAsbestos Injuries Compensation Fund

20-F 001-15240 4.23 08 July 2008

4.19

Amendment to Amended andRestated Final Funding Agreement,dated 11 June 2008, by and among,James Hardie Industries NV, JamesHardie 117 Pty Limited, The State ofNew South Wales and AsbestosInjuries Compensation Fund Limited inits capacity as trustee of the AsbestosInjuries Compensation Fund

20-F 001-15240 4.24 08 July 2008

4.20

Amended and Restated Final FundingAgreement – Address for Service ofNotice on Trustee, dated 13 June2008

20-F 001-15240 4.25 08 July 2008

4.21

Amendment to Amended andRestated Final Funding Agreement,dated 17 July 2008, by and among,James Hardie Industries NV, JamesHardie 117 Pty Limited, The State ofNew South Wales and AsbestosInjuries Compensation Fund Limited inits capacity as trustee of the AsbestosInjuries Compensation Fund

F-4 333-160177 10.27 23 June 2009

4.22

Deed of Confirmation, dated 23 June2009, by and among James HardieIndustries N.V, James Hardie 117 PtyLimited, The State of New SouthWales and Asbestos InjuriesCompensation Fund Limited in itscapacity as trustee of the AsbestosInjuries Compensation Fund

F-4 333-160177 10.37 10 July 2009

4.23

Amending Agreement (ParentGuarantee), dated 23 June 2009, byand among Asbestos InjuriesCompensation Fund Limited, TheState of New South Wales and JamesHardie Industries N.V.

20-F 001-15240 4.30 30 June 2010For

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4.24

Deed to amend the Amended andRestated Final Funding Agreementand facilitate the Authorized LoanFacility, dated 9 December 2010, byand among James Hardie IndustriesSE, James Hardie 117 Pty Limited,The State of New South Wales andAsbestos Injuries Compensation FundLimited in its capacity as trustee ofeach of the Compensation Funds

20-F 001-15240 4.25 29 June 2011

4.25

AICF facility agreement, dated9 December 2010, by and amongAsbestos Injuries Compensation FundLimited, ABN 60 Pty Limited, AmacaPty Ltd, Amaba Pty Ltd and The Stateof New South Wales

20-F 001-15240 4.40 29 June 2011

4.26

Fixed and Floating Charge, dated9 December 2010, by and amongAsbestos Injuries Compensation FundLimited, ABN 60 Pty Limited, AmacaPty Ltd, Amaba Pty Ltd and The Stateof New South Wales

20-F 001-15240 4.40 29 June 2011

4.27

Deed to amend the Amended andRestated Final Funding Agreement,dated 29 February 2012, by andamong James Hardie Industries SE,James Hardie 117 Pty Limited, TheState of New South Wales andAsbestos Injuries Compensation FundLimited in its capacity as trustee ofeach of the Compensation Funds

20-F 001-15240 4.28 02 July 2012

4.28

Deed to amend the Amended andRestated Final Funding Agreement,dated 28 March 2012, by and amongJames Hardie Industries SE, JamesHardie 117 Pty Limited, The State ofNew South Wales and AsbestosInjuries Compensation Fund Limited inits capacity as trustee of each of theCompensation Funds

20-F 001-15240 4.29 02 July 2012

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4.29

Summary of Amendments toAmended and Restated Final FundingAgreement, dated 20 December2013, by and among, James HardieIndustries NV, James Hardie 117 PtyLimited, The State of New SouthWales and Asbestos InjuriesCompensation Fund Limited in itscapacity as trustee of the AsbestosInjuries Compensation Fund

20-F 001-15240 4.37 26 June 2014

4.30

Deed of Amendment, dated27 February 2015, by and amongAsbestos Injuries CompensationFund Limited, ABN 60 Pty Limited,Amaca Pty Ltd, Amaba Pty Ltd andThe State of New South Wales

20-F 001-15240 4.32 21 May 2015

8.1 List of significant subsidiaries ofJames Hardie Industries plc*

12.1Certification of the Chief ExecutiveOfficer pursuant to Section 302 of theSarbanes-Oxley Act of 2002*

12.2Certification of the Chief FinancialOfficer pursuant to Section 302 of theSarbanes-Oxley Act of 2002*

13.1

Certification of the Chief ExecutiveOfficer and Chief Financial Officerpursuant to Section 906 of theSarbanes-Oxley Act of 2002*

15.1Consent of Ernst & Young LLP,independent registered publicaccounting firm*

15.2 Consent of KPMG Actuarial PtyLimited*

101.INS XBRL Instance Document*

101.SCH XBRL Taxonomy Extension SchemaDocument*

101.CAL XBRL Taxonomy ExtensionCalculation Linkbase Document*

101.DEF XBRL Taxonomy Extension DefinitionLinkbase Document*

101.LAB XBRL Taxonomy Extension LabelsLinkbase Document*

101.PRE XBRL Taxonomy ExtensionPresentation Linkbase Document*

* Filed herewith

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and thatit has duly caused and authorized the undersigned to sign this Annual Report on its behalf.


By: /S/ LOUIS GRIES

Louis GriesDate: 19 May 2016 Chief Executive Officer

This Annual Report has been approved by the Board of Directors of James Hardie Industries plc.


By: /S/ MICHAEL N. HAMMES

Michael N. HammesDate: 19 May 2016 Chairman

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Exhibit 2.18

EXECUTION VERSION

Published CUSIP Number:

CREDIT AND GUARANTY AGREEMENT

Dated as of December 10, 2015

among

JAMES HARDIE INTERNATIONAL FINANCE LIMITED and

JAMES HARDIE BUILDING PRODUCTS INC., as the Borrowers,

JAMES HARDIE INTERNATIONAL GROUP LIMITED and

JAMES HARDIE TECHNOLOGY LIMITED, as Guarantors,

JAMES HARDIE INDUSTRIES PLC, as the Parent

HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent,

HSBC BANK PLC, as Swing Line Lender,

WELLS FARGO BANK, NATIONAL ASSOCIATION, as L/C Issuer,

COMMONWEALTH BANK OF AUSTRALIA, as Documentation Agent

and

The Other Lenders Party Hereto

HSBC BANK USA, NATIONAL ASSOCIATION, MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED,

WELLS FARGO SECURITIES, LLC, and

COMMONWEALTH BANK OF AUSTRALIA as Joint Lead Arrangers and Joint Bookrunning Managers

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TABLE OF CONTENTS

i

James Hardie Credit Agreement

PageARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1

1.01 Defined Terms 1 1.02 Other Interpretive Provisions 35 1.03 Accounting Terms 36 1.04 Rounding 37 1.05 Times of Day; Rates 37 1.06 Letter of Credit Amounts 37

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 37

2.01 Committed Loans 37 2.02 Borrowings, Conversions and Continuations of Committed Loans 37 2.03 Letters of Credit 39 2.04 Swing Line Loans 48 2.05 Prepayments 51 2.06 Termination or Reduction of Commitments 52 2.07 Repayment of Loans 52 2.08 Interest 53 2.09 Fees 54 2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate 54 2.11 Evidence of Debt 55 2.12 Payments Generally; Administrative Agent’s Clawback 56 2.13 Sharing of Payments by Lenders 57 2.14 Increase in Commitments 58 2.15 Cash Collateral 59 2.16 Defaulting Lenders 60 2.17 Appointment and Authorization of Borrower Agent 63

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY 64

3.01 Taxes 64 3.02 Illegality 70 3.03 Inability to Determine Rates 70 3.04 Increased Costs 71 3.05 Compensation for Losses 72 3.06 Mitigation Obligations; Replacement of Lenders 73 3.07 Survival 74

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 74

4.01 Conditions of Initial Credit Extension 74 4.02 Conditions to all Credit Extensions 76

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ARTICLE V. REPRESENTATIONS AND WARRANTIES 76

5.01 Existence, Qualification and Power 76 5.02 Authorization; No Contravention 76 5.03 Governmental Authorization; Other Consents 77 5.04 Binding Effect 77 5.05 Financial Statements; No Material Adverse Effect 77 5.06 Litigation 78 5.07 No Default 78 5.08 Environmental Compliance 78 5.09 Margin Regulations; Investment Company Act 78 5.10 Disclosure 78 5.11 Compliance with Laws 79 5.12 OFAC 79 5.13 Anti-Corruption Laws 79 5.14 Pari Passu Ranking 79 5.15 Holding Company 79

ARTICLE VI. AFFIRMATIVE COVENANTS 80

6.01 Financial Statements 80 6.02 Certificates; Other Information 81 6.03 Notices 82 6.04 Payment of Obligations 83 6.05 Preservation of Existence, Etc. 83 6.06 Maintenance of Properties 83 6.07 Maintenance of Insurance 83 6.08 Compliance with Laws 84 6.09 Books and Records 84 6.10 Inspection Rights 84 6.11 Use of Proceeds 84 6.12 Additional Guarantors 84 6.13 Continued Listing on the ASX/NYSE 85

ARTICLE VII. NEGATIVE COVENANTS 85

A. COVENANTS OF THE LOAN PARTIES 85

7.01 Liens 85 7.02 Investments 86 7.03 Indebtedness 86 7.04 Fundamental Changes 87 7.05 Dispositions 88 7.06 Restricted Payments 89 7.07 Change in Nature of Business 89 7.08 Transactions with Affiliates 89 7.09 Burdensome Agreements 89 7.10 Use of Proceeds 90

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7.11 Financial Covenants 90 7.12 Sanctions 90 7.13 Anti-Corruption Laws 90

B. COVENANTS OF THE PARENT 90

7.01 AFFA Amendments 90 7.02 Change in Nature of Business 91

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES 91

8.01 Events of Default 91 8.02 Remedies Upon Event of Default 93 8.03 Application of Funds 93

ARTICLE IX. ADMINISTRATIVE AGENT 95

9.01 Appointment and Authority 95 9.02 Rights as a Lender 95 9.03 Exculpatory Provisions 95 9.04 Reliance by Administrative Agent 97 9.05 Delegation of Duties 97 9.06 Resignation of Administrative Agent 97 9.07 Non-Reliance on Administrative Agent and Other Lenders 99 9.08 No Other Duties, Etc. 99 9.09 Administrative Agent May File Proofs of Claim 99 9.10 Guaranty Matters 100

ARTICLE X. GUARANTY 100

10.01 Guaranty 100 10.02 Rights of Lenders 101 10.03 Certain Waivers 101 10.04 Obligations Independent 101 10.05 Subrogation 101 10.06 Termination; Reinstatement 102 10.07 Subordination 102 10.08 Stay of Acceleration 102 10.09 Condition of Borrowers 102 10.10 Limitations with respect to Irish Guarantors 102 10.11 Keepwell 103

ARTICLE XI. MISCELLANEOUS 103

11.01 Amendments, Etc. 103 11.02 Notices; Effectiveness; Electronic Communication 105 11.03 No Waiver; Cumulative Remedies; Enforcement 107 11.04 Expenses; Indemnity; Damage Waiver 108

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11.05 Payments Set Aside 110 11.06 Successors and Assigns 110 11.07 Treatment of Certain Information; Confidentiality 115 11.08 Right of Setoff 116 11.09 Interest Rate Limitation 116 11.10 Counterparts; Integration; Effectiveness 117 11.11 Survival of Representations and Warranties 117 11.12 Severability 117 11.13 Replacement of Lenders 117 11.14 Governing Law; Jurisdiction; Etc. 118 11.15 Waiver of Jury Trial 119 11.16 No Advisory or Fiduciary Responsibility 120 11.17 Electronic Execution of Assignments and Certain Other Documents 120 11.18 USA PATRIOT Act 121 11.19 Judgment Currency 121 11.20 Designation as Senior Debt 121

SIGNATURES S-1

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SCHEDULES

EXHIBITS

v


1.01(B) Bilateral Credit Facilities2.01 Commitments and Applicable Percentages 2.03 Existing Letters of Credit5.05 Supplement to Interim Financial Statements 5.06 Litigation 5.08 Environmental Matters7.01 Existing Liens 7.03 Existing Indebtedness 10.02 Administrative Agent’s Office; Certain Addresses for Notices

A Committed Loan NoticeB Swing Line Loan NoticeC Form of Note D Compliance CertificateE-1 Assignment and AssumptionE-2 Administrative Questionnaire F Form of U.S. Tax Compliance Certificates

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CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of December 10, 2015, among JAMES HARDIE INTERNATIONAL FINANCE LIMITED, a private limited company duly incorporated under the laws of Ireland (“JHIFL” or the “Borrower Agent”) and JAMES HARDIE BUILDING PRODUCTS INC., a corporation duly incorporated under the laws of Nevada (“JHBP” and, together with JHIFL, the “Borrowers”, and each a “Borrower”), JAMES HARDIE INDUSTRIES PLC, a public limited company duly incorporated under the laws of Ireland, as the Parent (the “Parent”), JAMES HARDIE INTERNATIONAL GROUP LIMITED, a private limited company duly incorporated under the laws of Ireland (“Holdings”) and JAMES HARDIE TECHNOLOGY LIMITED, an exempt company duly incorporated under the laws of Bermuda (“JHT”, together with Holdings each a “Guarantor” and, collectively, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as L/C Issuer, and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent and HSBC BANK PLC, as Swing Line Lender.

The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Administrative Agent” means HSBC Bank USA, National Association in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower Agent and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form approved by the Administrative Agent.

“AFFA” means (i) the Amended and Restated Final Funding Agreement dated as of November 21, 2006 (as amended prior to the Closing Date and as further amended from time to time) among AICF, James Hardie Industries N.V., and the Performing Subsidiary party thereto from time to time, and the State of New South Wales together with (ii) the Amending Agreement—Parent Guarantee dated as of June 23, 2009 among AICF, the State of New South Wales and the Parent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

1 James Hardie Credit Agreement

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“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement.

“AICF” means Asbestos Injuries Compensation Fund Limited in its personal capacity and as trustee for the Asbestos Injuries Compensation Fund.

“AICF Payments” means amounts paid by any member of the Consolidated Group (x) to the Performing Subsidiary in connection with the Performing Subsidiary’s payments to AICF pursuant to the terms of the AFFA (including, for the avoidance of doubt, amounts paid in respect of intercompany obligations from time to time owed by a member of the Consolidated Group to the Performing Subsidiary) or (y) under any Guarantee in connection therewith.

“Alternate Applicable Rate” means a per annum rate equal to:

“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.16. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means, from time to time unless the Alternate Applicable Rate shall apply in accordance with Section 2.08(b), the following percentages per annum, based upon the Consolidated Net Leverage Ratio as set forth below:

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the earlier of (i) the first day of the next Interest Period beginning after the date a Compliance Certificate is delivered pursuant to


(a) with respect to the commitment fee, 0.25%.

(b) with respect to LIBOR Loans and Letters of Credit, 1.50%; and

(c) with respect to Base Rate Loans, 0.50%.

Applicable Rate

Pricing Level Consolidated Net Leverage Ratio

CommitmentFee

LIBOR + Letters of

Credit Base Rate +1 <0.75:1 0.200% 1.250% 0.250%2 ≥0.75:1 but <1.50:1 0.250% 1.500% 0.500%3 ≥1.50:1 but <2.25:1 0.300% 1.750% 0.750%4 ≥2.25:1 0.350% 2.000% 1.000%

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Section 6.02(a) or (ii) 30 days after the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 4 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Rate in effect from the Closing Date through February 29, 2016 shall be determined based upon Pricing Level 2.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means HSBC Bank USA, National Association, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and Commonwealth Bank of Australia in their capacities as joint lead arrangers and joint bookrunners.

“Asset Acquisition” means any acquisition of property or series of related acquisitions of property that constitutes all or substantially all of the assets of a business, unit or division of a Person or constitutes all or substantially all of the common stock (or equivalent) of a Person.

“Asset Disposition” means any disposition of property or series of related dispositions of property that involves all or substantially all of the assets of a business, unit or division of a Person or constitutes all or substantially all of the common stock (or equivalent) of a Subsidiary.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E-1 or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“Audited Financial Statements” means the audited consolidated balance sheet of the Parent and its Subsidiaries for the fiscal year ended March 31, 2015 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Parent and its Subsidiaries, including the notes thereto.

“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the Commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.


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“Base Rate” means the highest of (x) the rate that the Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time, (y) 1/2 of 1% in excess of the overnight Federal Funds Rate, and (z) LIBOR for an interest period of one month plus 1.00%.

“Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Bilateral Credit Facilities” means the term loan facilities (in each case as amended, restated, supplemented, waived or otherwise modified, renewed, refunded, replaced or refinanced from time to time in one or more agreements or indentures (in each case, with the same or new agents, lenders, creditors or groups of lenders or creditors) set forth on Schedule 1.01(B).

“Borrower Agent” has the meaning specified in the introductory paragraph hereto.

“Borrowers” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any LIBOR Loan, means any such day that is also a London Banking Day.

“Capitalized Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under a Capitalized Lease, and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.


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“Cash Management Bank” means any Lender or an Affiliate of a Lender that enters into a Cash Management Agreement in its capacity as a party to such Cash Management Agreement.

“CBI Banking Authorization” means an authorization issued by the Central Bank of Ireland under section 9A of the Central Bank Act 1971 of Ireland

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means the occurrence of any of the following:

(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than 50 % of the equity securities of the Parent entitled to vote for members of the board of directors or equivalent governing body (“voting stock”) of the Parent (and taking into account all such voting stock that such person or group has the right to acquire pursuant to any option right), other than as a result of (i) any transaction where the voting stock of the Parent immediately prior to such transaction constitutes or is converted into or exchanged for a majority of the voting stock of such beneficial owner or (ii) any merger or consolidation of the Parent with or into any person or Subsidiary thereof (a “Permitted Person”) if immediately after such transaction no person or group is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such Permitted Person;

(2) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body;


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(3) the Parent ceases to own, directly or indirectly, 100% of the voting power of the Voting Stock of any Loan Party; or

(4) any “Change of Control” under and as defined in the Indenture in effect as of the Closing Date.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 11.01.

“Code” means the Internal Revenue Code of 1986.

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of LIBOR Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Committed Loan” has the meaning specified in Section 2.01.

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of LIBOR Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including email delivery or any other form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

“Common Terms Deed Poll” means the James Hardie Group Common Terms Deed Poll as amended and restated on 21 January 2013, among the Parent and the Loan Parties in favor of the creditors listed therein.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Adjusted EBITDA” means, for any period, for the Consolidated Group, (1) the sum of, without duplication, the amounts for such period, taken as a single accounting period, of: (a) Consolidated Net Income; (b) Consolidated Interest Expense; (c) Consolidated Income Tax Expense (other than income tax expense (either positive or negative) attributable to extraordinary gains or losses); (d) Consolidated Depreciation and Amortization Expense;


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(e) Consolidated Non-cash Charges; less (2) non-cash items increasing Consolidated Net Income for such period, other than (a) the accrual of revenue consistent with past practice, and (b) reversals of prior accruals or reserves for cash items previously excluded in the calculation of Consolidated Non-cash Charges; provided, that the calculation of Consolidated Adjusted EBITDA shall exclude any Excluded Amounts to the extent such exclusion is not already reflected in the component definitions of the calculation of Consolidated Adjusted EBITDA.

In calculating Consolidated Adjusted EBITDA for any period, if any Asset Disposition or Asset Acquisition (whether pursuant to a stock or an asset transaction), in each case with a fair market value (as determined in good faith by Holdings) greater than $100.0 million, shall have occurred since the first day of any twelve month period for which Consolidated Adjusted EBITDA is being calculated, such calculation shall give pro forma effect to such Asset Disposition or Asset Acquisition, as if the same had occurred at the beginning of the applicable four-quarter period, including, for the avoidance of doubt, any indebtedness incurred in connection with such Asset Disposition or Asset Acquisition (the “Pro Forma Determination”).

“Consolidated Depreciation and Amortization Expense” means with respect to the Consolidated Group for any period, the total amount of depreciation and amortization expense, including amortization of deferred financing fees, of the Consolidated Group and its Restricted Subsidiaries for such period on a consolidated basis and otherwise in accordance with GAAP.

“Consolidated Group” means the Parent, Holdings, each Loan Party and their Restricted Subsidiaries; provided that the Consolidated Group shall exclude, for the avoidance of doubt, (a) any Unrestricted Subsidiary and (b) any Excluded Entity.

“Consolidated Income Tax Expense” means, with respect to the Consolidated Group for any period the provision for federal, state, local and foreign income taxes of the Consolidated Group and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Coverage Ratio” means, at any date of determination, the ratio of Consolidated Adjusted EBITDA divided by Consolidated Interest Expense for the most recently ended four fiscal quarter period ending immediately prior to such date for which financial statements are available.

“Consolidated Interest Expense” means, for any period, the interest expense of the Consolidated Group for such period, on a consolidated basis, determined in accordance with GAAP (including amortization of original issue discount and deferred financing costs, non-cash interest payments, the interest component of all payments associated with Capitalized Lease Obligations, capitalized interest, net payments, if any, pursuant to interest rate-related Hedging Obligations and imputed interest with respect to Attributable Indebtedness but excluding write-offs associated with the amendment and restatement or repayment of indebtedness and excluding, to the extent otherwise included therein, any Excluded Amounts).

“Consolidated Net Debt” means, at any date of determination, the aggregate amount of all outstanding Indebtedness (less any unrestricted cash and cash equivalents to the extent not constituting Excluding Amounts) of the Consolidated Group determined on a consolidated basis in accordance with GAAP.


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“Consolidated Net Income” means, for any period, the consolidated Net Income (or loss) of the Consolidated Group for such period. Consolidated Net Income for such period of any Unrestricted Subsidiary shall be included only to the extent of the amount of dividends or distributions or other payments in respect of equity that are actually paid in cash (or to the extent converted into cash) by such Unrestricted Subsidiary to a Consolidated Group member in respect of such period.

“Consolidated Net Leverage Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Net Debt of the Consolidated Group to (b) Consolidated Adjusted EBITDA of the Consolidated Group for the most recently ended four fiscal quarter period ending immediately prior to such date for which financial statements are available. In the event that any Consolidated Group member incurs, redeems, retires, defeases or extinguishes any Consolidated Net Debt (other than Indebtedness under a revolving credit facility unless such Indebtedness has been permanently paid and not replaced) subsequent to the commencement of the period for which the Consolidated Net Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Net Leverage Ratio is made, then the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement, defeasance or extinguishment of Consolidated Net Debt as if the same had occurred at the beginning of the applicable four-quarter period. Notwithstanding anything to the contrary set forth in the definition of Consolidated Adjusted EBITDA (and all component definitions referenced in such definitions), whenever pro forma effect is to be given to any Asset Acquisition, Asset Disposition (in each case with a fair market value (as determined in good faith by Holdings) greater than $100 million) or incurrence, redemption, retirement, defeasance or extinguishment of Total Net Debt as if the same had occurred at the beginning of the applicable four-quarter period, the pro forma calculations shall be determined in good faith by a responsible officer of the Parent or Holdings.

“Consolidated Net Tangible Assets” means, in each case, with respect to the Consolidated Group the total amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (i) all liabilities and liability items, except for Indebtedness payable by its terms more than one year from the date of incurrence thereof (or renewable or extendable at the option of the obligor for a period ending more than one year after such date of incurrence), capitalized rent, capital stock (including redeemable preferred stock) and surplus, surplus reserves and deferred income taxes and credits and other non-current liabilities, and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount, unamortized expenses incurred in the issuance of debt, and other like intangibles which, in each case, under generally accepted accounting principles in effect on the date of this Agreement would be included on a consolidated balance sheet of the Consolidated Group; provided, that the calculation of Consolidated Net Tangible Assets shall exclude, to the extent otherwise included therein, any Excluded Amounts.

“Consolidated Non-cash Charges” means, with respect to the Consolidated Group for any period, the aggregate noncash expenses of the Consolidated Group and its Subsidiaries (including without limitation any minority interest) reducing Consolidated Net Income for such period, determined on a consolidated basis in accordance with GAAP.


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“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Corporate Ratings” means JHIFL’s or JHIGL’s, as applicable, long-term senior unsecured non-credit enhanced rating from each of Standard & Poor’s Financial Group, a division of The McGraw Hill Companies (“S&P”), and Moody’s Investors Service, Inc. (“Moody’s”).

“Credit Extension” means each Borrowing and each L/C Credit Extension.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, examinership, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a LIBOR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.

“Defaulting Lender” means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower Agent in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower Agent, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with


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any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower Agent, to confirm in writing to the Administrative Agent and the Borrower Agent that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower Agent), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower Agent, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by Holdings or any of its Restricted Subsidiaries in connection with an Asset Disposition that is designated as “Designated Non-cash Consideration” pursuant to a certificate signed by a Responsible Officer, setting forth the basis of such valuation, less the amount of cash or cash equivalents received in connection with a subsequent sale, redemption or payment of, on or with respect to such Designated Non-cash Consideration.

“Disposition” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by Holdings or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

(1) any shares of capital stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than Holdings or a Restricted Subsidiary);

(2) all or substantially all the assets of any division or line of business of Holdings or any Restricted Subsidiary; or

(3) any other assets or property of Holdings or any Restricted Subsidiary outside of the ordinary course of business of Holdings or such Restricted Subsidiary.


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Notwithstanding the foregoing, none of the following shall be deemed to be a Disposition:

(1) a disposition by a Restricted Subsidiary to Holdings or by Holdings or a Restricted Subsidiary to a Restricted Subsidiary;

(2) [Reserved]

(3) a sale, contribution, conveyance or other transfer of accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction by or to a Receivables Entity in a Qualified Receivables Transaction;

(4) the license, sublicense or cross-license of Intellectual Property or other intangibles;

(5) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(6) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(7) the granting of security interests not prohibited by Section 7.01;

(8) the disposition by Holdings or any of its Restricted Subsidiaries in the ordinary course of business of (i) cash and cash equivalents, (ii) inventory and other assets acquired and held for resale in the ordinary course of business, (iii) damaged, worn out or obsolete assets or assets that, in Holdings’ reasonable judgment, are no longer used or useful in the business of Holdings or its Restricted Subsidiaries, or (iv) rights granted to others pursuant to leases or licenses, to the extent not materially interfering with the operations of Holdings or its Restricted Subsidiaries;

(9) a Restricted Payment that does not violate Section 7.06 or any Investment by Holdings or a Restricted Subsidiary that does not constitute a Restricted Payment;

(10) any exchange of assets for assets (including a combination of assets) (which assets may include Equity Interests or any securities convertible into, or exercisable or exchangeable for, Equity Interests, but which assets may not include any Indebtedness) of comparable or greater market value or usefulness to the business of Holdings and its Restricted Subsidiaries, taken as a whole, which in the event of an exchange of assets with a fair market value in excess of (a) $50.0 million shall be evidenced by a certificate signed by a Responsible Officer and (b) $100.0 million shall be set forth in a resolution approved by at least a majority of the members of the Board of Directors of Holdings; provided that Holdings may apply any cash or cash equivalents received in any such exchange of assets pursuant to Section 2.05(a);

(11) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(12) the issuance by Holdings or a Restricted Subsidiary of preferred stock or any convertible securities;


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(13) any sale of assets received by Holdings or any Restricted Subsidiary upon foreclosure on a security interest;

(14) the unwinding of any Hedging Obligations (including sales under forward contracts);

(15) any dispositions to the extent required by, or made pursuant to customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding agreements;

(16) the lease or sublease of office space;

(17) the abandonment, farm-out, lease, assignment, sub-lease, license or sub-license of any real or personal property in the ordinary course of business;

(18) dispositions of property pursuant to casualty events;

(19) a single transaction or series of related transactions that involve the disposition of assets with a fair market value (as determined in good faith by Holdings) of less than $50.0 million; and

(20) any sale or disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary.

“Disqualified Equity Interests” of any Person means any class of Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the final maturity date of the Notes; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“ECB Banking Authorization” means: (i) in the case of a license issued under section 9 of the Central Bank Act 1971 of Ireland prior to 4 November 2014, such a license which is deemed in accordance with the SSM Regulation to be an authorization granted by the European Central Bank under the SSM Regulation; or (ii) in any other case, an authorization granted under the SSM Regulation on the application therefor under section 9 of the Central Bank Act 1971 of Ireland.


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“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii), and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrowers, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” of any Person means (1) any and all shares or other equity interests (including common stock, preferred stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares or other interests in such Person, but excluding any debt securities that are convertible into such shares or other interests in such Person.

“Equity Offering” means a public or private sale for cash of common stock of a Loan Party (or any direct or indirect parent company of a Loan Party to the extent the net cash proceeds therefrom are contributed to such Loan Party), other than (i) public offerings with respect to common stock of any Loan Party registered on Form F-4, Form S-4 or Form S-8 or (ii) any sale to any Subsidiary of any Loan Party.

“Event of Default” has the meaning specified in Section 8.01.

“Excluded Amounts” means with respect to any Person and its Restricted Subsidiaries, without duplication, the total amount of (i) asbestos-related liabilities, assets, income, gains, losses and charges other than AICF Payments, (ii) AICF selling, general & administrative expenses, (iii) ASIC-related expenses, recoveries and asset impairments and (iv) New Zealand product liability expenses incurred by such Persons for such period on a consolidated basis and otherwise in accordance with GAAP.

“Excluded Entities” means AICF (and Asbestos Injuries Compensation Fund Limited in its personal capacity) and each of the following entities: (i) Amaba Pty Limited (CAN 000 387 342), (ii) Amaca Pty Limited (ACN 000 035 512), (iii) ABN 60 Pty Limited (ACN 000 009 263), and (iv) Marlew Mining Pty Limited (formerly known as Asbestos Mines Pty Limited) (ACN 000 049 650).


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“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower Agent under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Existing Letter(s) of Credit” means those Letters of Credit set forth on Schedule 2.03.

“Facility Office” means the office or offices notified by a Lender to the Administrative Agent in writing on or before the date it becomes a Lender (or following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any published intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation adopted pursuant to such published intergovernmental agreements.

“Federal Funds Rate” means, for any day, the rate published for such day (or, if such day is not a Business Day, published for the immediately preceding Business Day) by the Federal Reserve Bank of New York for overnight Federal funds transactions with members of the Federal Reserve System, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letters” means the (i) letter agreement, dated October 8, 2015, among each Borrower, L/C Issuer and Wells Fargo Securities, LLC; (ii) letter agreement, dated October 8, 2015,


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among each Borrower and Documentation Agent; (iii) letter agreement, dated October 8, 2015, among each Borrower, Bank of America, N.A., and Merrill Lynch, Pierce, Fenner & Smith Incorporated; and (iv) letter agreement, dated October 8, 2015, among each Borrower and the Administrative Agent.

“Foreign Lender” means (a) if the relevant Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the relevant Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Group” means the Consolidated Group and any Unrestricted Subsidiary.

“Group Adjusted EBITDA” means, for any period, for the Group, (1) the sum of, without duplication, the amounts for such period, taken as a single accounting period, of: (a) Group Net Income; (b) Group Interest Expense; (c) Group Income Tax Expense (other than income tax expense (either positive or negative) attributable to extraordinary gains or losses); (d) Group Depreciation and Amortization Expense; (e) Group Non-cash Charges; less (2) non-cash items


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increasing Group Net Income for such period, other than (a) the accrual of revenue consistent with past practice, and (b) reversals of prior accruals or reserves for cash items previously excluded in the calculation of Group Non-cash Charges; provided, that the calculation of Group Adjusted EBITDA shall (i) exclude any Excluded Amounts to the extent such exclusion is not already reflected in the component definitions of the calculation of Group Adjusted EBITDA and (ii) give effect to the Pro Forma Determination.

“Group Depreciation and Amortization Expense” means with respect to the Group for any period, the total amount of depreciation and amortization expense, including amortization of deferred financing fees, of the Group for such period on a consolidated basis and otherwise in accordance with GAAP.

“Group Income Tax Expense” means, for any period, the provision for federal, state, local and foreign income taxes of the Group for such period as determined on a consolidated basis in accordance with GAAP.

“Group Interest Expense” means, for any period, the interest expense of the Group for such period, on a consolidated basis, determined in accordance with GAAP (including amortization of original issue discount and deferred financing costs, non-cash interest payments, the interest component of all payments associated with Capitalized Lease Obligations, capitalized interest, net payments, if any, pursuant to interest rate related Hedging Obligations and imputed interest with respect to Attributable Indebtedness but excluding write offs associated with the amendment and restatement or repayment of indebtedness and excluding, to the extent otherwise included therein, any Excluded Amounts).

“Group Net Debt” means, at any date of determination, the aggregate amount of all outstanding Indebtedness (less any unrestricted cash and cash equivalents to the extent not constituting Excluding Amounts) of the Group determined on a consolidated basis in accordance with GAAP.

“Group Net Income” means, for any period, the consolidated Net Income (or loss) of the Group for such period.

“Group Non-cash Charges” means, with respect to the Group for any period, the aggregate noncash expenses of the Group (including without limitation any minority interest) reducing Group Net Income for such period, determined on a consolidated basis in accordance with GAAP.

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or


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cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantee Trust Deed” means the deed entitled “Guarantee Trust Deed” dated 19 December 2006 between the Parent (then known as James Hardie Industries N.V.) and AET Structured Finance Services Pty Limited.

“Guaranteed Party” means the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Lenders, each Cash Management Bank and each Hedge Bank.

“Guarantors” means, collectively, Holdings and JHT, and each additional Guarantor designated pursuant to Section 6.12.

“Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent and the Lenders, in Article X of this Agreement.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedge Bank” means any Lender or an Affiliate of a Lender that is a party to or enters into a contract evidencing Hedging Obligations, in its capacity as a party to such contract.

“Hedging Obligations” of any Person means the obligations of such Person under swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices or availability, either generally or under specific contingencies, and including both physical and financial settlement transactions.

“Holdings” has the meaning specified in the introductory paragraph hereto.

“HSBC” means HSBC Bank USA, National Association and its successors.

“Indebtedness” of any Person at any date means, without duplication:

(a) all liabilities, contingent or otherwise, of such Person for borrowed money;


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(b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(c) all reimbursement obligations of such Person in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions;

(d) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except trade payables and accrued expenses incurred by such Person in the ordinary course of business in connection with obtaining goods, materials or services and except obligations to pay a contingent purchase price as long as such obligation remains contingent;

(e) the maximum fixed redemption or repurchase price of all Disqualified Equity Interests of such Person (but excluding any accrued but unpaid dividends);

(f) all Capitalized Lease Obligations of such Person;

(g) all Indebtedness of others secured by a security interest on any asset of such Person, whether or not such Indebtedness is assumed by such Person;

(h) all Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that Indebtedness of (i) the Consolidated Group that is guaranteed by any Consolidated Group member shall only be counted once in the calculation of the amount of Indebtedness of the Consolidated Group on a consolidated basis and (ii) Holdings or the Restricted Subsidiaries that is guaranteed by Holdings or a Restricted Subsidiary shall only be counted once in the calculation of the amount of Indebtedness of Holdings and the Restricted Subsidiaries on a consolidated basis; and

(i) all obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such Person for any such contingent obligations at such date and, in the case of clause (g), the lesser of (a) the fair market value (as determined in good faith by Holdings) of any asset subject to a security interest securing the Indebtedness of others on the date that the security interest attaches and (b) the amount of the Indebtedness secured. For purposes of clause (e), the “maximum fixed redemption or repurchase price” of any Disqualified Equity Interests that do not have a fixed redemption or repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity Interests were redeemed or repurchased on any date on which an amount of Indebtedness outstanding shall be required to be determined pursuant to this Agreement. For the avoidance of doubt, the obligations and liabilities in respect to AICF Payments do not constitute Indebtedness.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 11.04(b).


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“Indenture” means that certain Indenture dated as February 10, 2015 of the 5.875% Senior Notes due 2023, or any successor indenture in respect of notes issued in the public markets or under Rule 144A.

“Information” has the meaning specified in Section 11.07.

“Intellectual Property” means (a) any patents, trademarks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; (b) any interest in any of them; and (c) the benefit of all applications and rights.

“Intercreditor Deed” means the deed so entitled dated 19 December 2006 between the State of New South Wales, the Parent (then known as James Hardie Industries N.V.), Asbestos Injuries Compensation Fund Limited in its capacity as trustee for the Charitable Fund and AET Structured Finance Services Pty Limited as amended by the letter dated 19 December 2006 between the same parties.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a LIBOR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date.

“Interest Period” means as to each LIBOR Loan, the period commencing on the date such LIBOR Loan is disbursed or converted to or continued as a LIBOR Loan and ending on the date one week, one month, three months or six months thereafter (in each case, subject to availability), as selected by the applicable Borrower in its Committed Loan Notice or such other period as agreed to by the Administrative Agent; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a LIBOR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period pertaining to a LIBOR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity Date.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business and any assets or securities received in satisfaction or partial


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satisfaction thereof from financially troubled account debtors and any prepayments and other credits to suppliers made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property.

For purposes of the definition of Unrestricted Subsidiary and Section 7.06, (a) “Investments” shall include the portion (proportionate to Holdings’ equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary; (b) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by Holdings; and (c) any transfer of capital stock that results in an entity which became a Restricted Subsidiary after the Closing Date ceasing to be a Restricted Subsidiary shall be deemed to be an Investment in an amount equal to the fair market value (as determined by Holdings in good faith as of the date of initial acquisition) of the capital stock of such entity owned by Holdings and the Restricted Subsidiaries immediately after such transfer.

“Irish Borrower” means JHIFL.

“Irish Qualifying Lender” means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document and:

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(a) which is the holder of an ECB Banking Authorization or CBI Banking Authorization which is carrying on a bona fide

banking business in Ireland (for the purposes of Section 246(3) of the TCA) and whose Facility Office is located in Ireland; or

(b) which is a building society (as defined for the purposes of Section 256(1) of the TCA) and which is carrying on a bona fide

banking business in Ireland (for the purposes of Section 246(3) of the TCA) and whose Facility Office is located in Ireland; or

(c) which is an authorized credit institution under the terms of Directive 2013/36/EU and has duly established a branch in Ireland having made all necessary notifications to its home state competent authorities required thereunder (and, where applicable in accordance with the SSM Regulation in relation to its intention to carry on banking business in Ireland and such credit institution is carrying on a bona fide banking business in Ireland (for the purposes of Section 246(3) of the TCA) and whose Facility Office is located in Ireland; or

(d) which is a body corporate:

(i) which, by virtue of the law of a Relevant Territory is resident in the Relevant Territory for the purposes of tax and

that Relevant Territory imposes a tax that generally applies to interest receivable in that Relevant Territory by bodies corporate from sources outside that Relevant Territory; or

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(x) is exempted from the charge to Irish income tax pursuant to the terms of a double taxation treaty entered into between Ireland and another jurisdiction that is in force on the date the relevant interest is paid; or

(y) would be exempted from the charge to Irish income tax pursuant to the terms of a double taxation treaty entered into between Ireland and another jurisdiction signed on or before the date on which the relevant interest is paid but not in force on that date, assuming that treaty had the force of law on that date;

provided that, in the case of both (i) and (ii) above, such body corporate does not provide its commitment in connection with a trade or business which is carried on in Ireland through a branch or agency; or

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(ii) which is in receipt of interest under a Loan Document which:

(e) in the case only where an Irish Borrower is a qualifying company within the meaning of Section 110 of the TCA, which is a person which by virtue of the law of a Relevant Territory is resident in a Relevant Territory for the purposes of tax provided that such person does not provide its commitment in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland; or

(f) which is a U.S. corporation that is incorporated under the laws of the United States, any State thereof or the District of Columbia and is subject to tax in the United States on its worldwide income, provided that such U.S. corporation does not provide its commitment in connection with a trade or business which is carried on in Ireland through a branch or agency; or

(g) which is a U.S. LLC, where the ultimate recipients of the interest payable to that LLC satisfy the requirements set out in (d) or (f) above and the business conducted through the LLC is so structured for market reasons and not for tax avoidance purposes, provided that such LLC does not provide its commitment in connection with a trade or business which is carried on by it in Ireland through a branch or agency; or

(h) which is a body corporate:

(i) which advances money in the ordinary course of a trade which includes the lending of money;

(ii) in whose hands any interest payable in respect of money so advanced is taken into account in computing the trading income of that body corporate;

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“IRS” means the United States Internal Revenue Service.

“Irish Guarantor” means a Guarantor incorporated or existing under the laws of Ireland.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and a Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“JH Insurance” means James Hardie Insurance Ltd, a company incorporated in Guernsey.

“JHT” has the meaning specified in the introductory paragraph hereto.

“Judgment Currency” has the meaning specified in Section 11.19.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.


(iii) which has complied with the notification requirements set out in Section 246(5)(a) of the TCA; and

(iv) whose Facility Office is located in Ireland; or

(i) which is a qualifying company (within the meaning of section 110 of the TCA) and whose Facility Office is located in Ireland; or

(j) which is an investment undertaking (within the meaning of Section 739B of the TCA) and whose Facility Office is located in Ireland; or

(k) which is an exempted approved scheme within the meaning of section 774 of the TCA whose Facility Office is located in Ireland; or

(l) which is a Treaty Lender.

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“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means Wells Fargo Bank, National Association, in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” has the meaning specified in the introductory paragraph hereto and, unless the context requires otherwise, includes the Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower Agent and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

“Letter of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder and shall include the Existing Letters of Credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit Sublimit” means an amount equal to $25,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.

“LIBOR” means:

(a) for any Interest Period with respect to a LIBOR Loan, the London interbank offered rate as administered by ICE Benchmark Administration or such other rate per


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annum as is widely recognized as the successor thereto if the ICE Benchmark Administration is no longer making a London interbank offered rate available, as published by Bloomberg or such other commercially available information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion, in each case, at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day;

provided that (x) notwithstanding the foregoing, if LIBOR would otherwise be less than zero, LIBOR shall instead be deemed for all purposes of this Agreement to be zero and (y) to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

“LIBOR Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of LIBOR.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a Committed Loan or a Swing Line Loan.

“Loan Documents” means this Agreement, each Note, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15 of this Agreement and the Fee Letters.

“Loan Parties” means, collectively, the Borrowers and each Guarantor.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Material Acquisition” means any acquisition in respect of which acquisition consideration is equal to or exceeds $100 million in the aggregate.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the business, properties, liabilities (actual or contingent), or financial condition of


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the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Closing Date.

“Maturity Date” means the earlier of (a) December 10, 2020 and (b) the date that the Aggregate Commitments are terminated in full in accordance with Section 2.06(b); provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 100% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.15(a)(i), (a)(ii) or (a)(iii), an amount equal to 100% of the Outstanding Amount of all LC Obligations, and (iii) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Net Available Cash” from a Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form), in each case net of:

(1) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees (including financial and other advisory fees) and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP, as a consequence of such Disposition;

(2) all payments made on any Indebtedness which is secured by any assets subject to such Disposition, in accordance with the terms of any lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Disposition, or by applicable law, be repaid out of the proceeds from such Disposition;

(3) all distributions and other payments required to be made to non-controlling interest holders in Subsidiaries or joint ventures as a result of such Disposition; and


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(4) appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed of in such Disposition and retained by Holdings or any Restricted Subsidiary after such Disposition.

“Net Income” means, for any period, the consolidated net income (or loss) of any Person and its applicable consolidated Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by excluding, without duplication:

(1) all extraordinary gains or losses (net of fees and expenses relating to the transaction giving rise thereto);

(2) the portion of net income of any Persons allocable to minority interests in unconsolidated Persons to the extent that cash dividends or distributions have not actually been received by such Persons;

(3) gains or losses in respect of any sales of capital stock or asset sales outside the ordinary course of business (including in a Sale and Leaseback Transaction) by such Person;

(4) any gain or loss realized as a result of the cumulative effect of a change in accounting principles;

(5) any fees, expenses and other costs incurred or paid (and write offs recorded) in connection with this Agreement, the Bilateral Credit Facilities, or other Indebtedness;

(6) nonrecurring or unusual gains or losses;

(7) the net after tax effects of adjustments in the inventory, property and equipment, goodwill and intangible assets line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting or the amortization or write off of any amounts thereof;

(8) any fees and expenses incurred (and write offs recorded) during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset sale, issuance or repayment or amendment or restatement of indebtedness, issuance of stock, stock options or other equity based awards, refinancing transaction or amendment or modification of any debt instrument (including without limitation any such transaction undertaken but not completed);

(9) any gain or loss recorded in connection with the designation of a discontinued operation (exclusive of its operating income or loss);

(10) any non-cash compensation or other non-cash expenses or charges arising from the grant of or issuance or repricing of stock, stock options or other equity based awards or any amendment, modification, substitution or change of any such stock, stock options or other equity based awards;


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(11) any expenses or charges (including any break costs, early redemption premium, make whole payments, liquidated damages or other penalties) related to any Equity Offering, Asset Disposition, merger, amalgamation, consolidation, arrangement, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture in effect as of the Closing Date (including an exchange or refinancing thereof or amendment or modification of any debt instrument or issuance of stock) (whether or not successful);

(12) any non-cash impairment, restructuring or special charge or asset write off or write down, and the amortization or write off of intangibles;

(13) Excluded Amounts; and

(14) any swap break or reset costs incurred and paid as part of any termination of any Hedging Obligations.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (ii) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” means a promissory note made by a Borrower in favor of a Lender evidencing Loans made by such Lender to such Borrower, substantially in the form of Exhibit C.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, all Cash Management Obligations and all Hedging Obligations, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.


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“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts.

“Parent” means James Hardie Industries plc, a public limited company duly incorporated under the laws of Ireland.

“Pari Passu Indebtedness” means any Indebtedness of the Borrower or any Guarantor that ranks pari passu in right of payment with the Loans.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Performing Subsidiary” means James Hardie 117 Pty Limited or any other entity substituted as a Performing Subsidiary under the AFFA.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Platform” has the meaning specified in Section 6.02.

“Pro Forma Determination” has the meaning specified in the definition of “Consolidated Adjusted EBITDA”.

“Public Lender” has the meaning specified in Section 6.02.


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“Qualified ECP Guarantor” has the meaning specified in Section 10.11.

“Qualified Equity Interests” of any Person means Equity Interests of such Person other than Disqualified Equity Interests; provided that such Equity Interests shall not be deemed Qualified Equity Interests to the extent sold to a Subsidiary of such Person or financed, directly or indirectly, using funds (1) borrowed from such Person or any Subsidiary of such Person until and to the extent such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by such Person or any Subsidiary of such Person (including, without limitation, in respect of any employee stock ownership or benefit plan). Unless otherwise specified, Qualified Equity Interests refer to Qualified Equity Interests of Holdings.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by Holdings or any of its Restricted Subsidiaries pursuant to which Holdings or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to:

(1) a Receivables Entity (in the case of a transfer by Holdings or any of its Restricted Subsidiaries), or

(2) any other Person (in the case of a transfer by a Receivables Entity),

or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of Holdings or any of its Restricted Subsidiaries, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and all Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable; provided, however, that the financing terms, covenants, termination events and other provisions thereof shall be market terms in all material respects at the time of such transaction (as determined in good faith by Holdings). The grant of a security interest in any accounts receivable of Holdings or any of its Restricted Subsidiaries to secure Indebtedness under Credit Facilities shall not be deemed a Qualified Receivables Transaction.

“Qualifying Subsidiary” means any Subsidiary which, by itself or when aggregated with one or more other Qualifying Subsidiaries, has a QS Adjusted EBITDA in an amount sufficient that when added to the Consolidated Adjusted EBITDA the Consolidated Adjusted EBITDA then equals at least 70% of the Group Adjusted EBITDA; provided, that such Subsidiary shall constitute a Qualified ECP Guarantor.

“QS Adjusted EBITDA” means, for any period, for the applicable Qualifying Subsidiary, (1) the sum of, without duplication, the amounts for such period, taken as a single accounting period, of: (a) QS Net Income; (b) QS Interest Expense; (c) QS Income Tax Expense (other than income tax expense (either positive or negative) attributable to extraordinary gains or losses); (d) QS Depreciation and Amortization Expense; (e) QS Non-cash Charges; less (2) non-cash items increasing QS Net Income for such period, other than (a) the accrual of revenue consistent with past practice, and (b) reversals of prior accruals or reserves for cash items previously excluded in the calculation of QS Non-cash Charges; provided, that the calculation of QS Adjusted EBITDA shall exclude any Excluded Amounts to the extent such exclusion is not already reflected in the component definitions of the calculation of QS Adjusted EBITDA provided, that the calculation of QS Adjusted EBITDA shall give effect to the Pro Forma Determination.


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“QS Depreciation and Amortization Expense” means with respect to any Qualifying Subsidiary for any period, the total amount of depreciation and amortization expense, including amortization of deferred financing fees, of the Qualifying Subsidiary for such period on a consolidated basis and otherwise in accordance with GAAP.

“QS Income Tax Expense” means, for any period, the provision for federal, state, local and foreign income taxes of any Qualifying Subsidiary for such period in accordance with GAAP.

“QS Interest Expense” means, for any period, the interest expense of any Qualifying Subsidiary for such period, on a consolidated basis, determined in accordance with GAAP (including amortization of original issue discount and deferred financing costs, non-cash interest payments, the interest component of all payments associated with Capitalized Lease Obligations, capitalized interest, net payments, if any, pursuant to interest rate related Hedging Obligations and imputed interest with respect to Attributable Indebtedness but excluding write offs associated with the amendment and restatement or repayment of indebtedness and excluding, to the extent otherwise included therein, any Excluded Amounts).

“QS Net Debt” means, at any date of determination, the aggregate amount of all outstanding Indebtedness (less any unrestricted cash and cash equivalents to the extent not constituting Excluding Amounts) of any Qualifying Subsidiary in accordance with GAAP.

“QS Net Income” means, for any period, the consolidated Net Income (or loss) of the Qualifying Subsidiary for such period.

“QS Non-cash Charges” means, with respect to any Qualifying Subsidiary for any period, the aggregate noncash expenses of such Qualifying Subsidiary (including without limitation any minority interest) reducing GS Net Income for such period, determined on a consolidated basis in accordance with GAAP.

“Receivables Entity” means (a) a wholly-owned Subsidiary of Holdings that is designated by the Board of Directors of Holdings (as provided below) as a Receivables Entity or (b) another Person engaging in a Qualified Receivables Transaction with Holdings, which Person engages in the business of the financing of accounts receivable, and in the case of either clause (a) or (b):

(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of such entity:

(A) is Guaranteed by Holdings or any Restricted Subsidiary of Holdings (excluding Guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings),

(B) is recourse to or obligates Holdings or any Restricted Subsidiary of Holdings in any way (other than pursuant to Standard Securitization Undertakings), or


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(C) subjects any property or asset of Holdings or any Restricted Subsidiary of Holdings, directly or indirectly, contingently or otherwise, to the satisfaction thereof (other than pursuant to Standard Securitization Undertakings);

(2) the entity is not an Affiliate of Holdings or is an entity with which neither Holdings nor any Restricted Subsidiary of Holdings has any material contract, agreement, arrangement or understanding other than on terms that Holdings reasonably believes to be no less favorable to Holdings or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Holdings; and

(3) is an entity to which neither Holdings nor any Restricted Subsidiary of Holdings has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of Holdings shall be evidenced to the Trustee by providing the Trustee a certified copy of the resolution of the Board of Directors of Holdings giving effect to such designation and a certificate signed by a Responsible Officer certifying that such designation complied with the foregoing conditions.

“Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Register” has the meaning specified in Section 11.06(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Territory” means (i) a member state of the European Communities (other than Ireland); or (ii) to the extent not a member state of the European Communities, a jurisdiction with which Ireland has entered into a double taxation treaty that either has the force of law by virtue of section 826(1) of the TCA or which will have the force of law on completion of the procedures set out in section 826(1) of the TCA.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (C) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination.


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“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any of the following:

(a) the declaration or payment of any dividend or any other distribution on Equity Interests of Holdings or any payment made to the direct or indirect holders (in their capacities as such) of Equity Interests of Holdings, including, without limitation, any payment in connection with any merger or consolidation involving Holdings but excluding dividends or distributions payable solely in Qualified Equity Interests of Holdings or through accretion or accumulation of such dividends on such Equity Interests;

(b) the redemption of any Equity Interests of Holdings, including, without limitation, any payment in connection with any merger or consolidation involving Holdings; or

(c) any Investment in an Unrestricted Subsidiary.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of Holdings that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of Restricted Subsidiary.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Committed Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.

“Sanctions” has the meaning specified in Section 5.12.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any successor thereto.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Cash Management Agreement” means any Cash Management Agreement entered into by and between any Loan Party and any Cash Management Bank.

“Secured Hedge Agreement” means any agreement evidencing Hedging Obligations entered into by and between any Loan Party and any Hedge Bank.

“SSM Regulation” means Council Regulation (EU) No 1024/2013 of 15 October 2013 conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions.


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“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by Holdings or any Restricted Subsidiary of Holdings that, taken as a whole, are customary in an accounts receivable transaction (as determined in good faith by Holdings).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the timebeneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of such Borrower.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender” means HSBC Bank plc in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).


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“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approve by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“TCA” means the Taxes Consolidation Act 1997 of Ireland.

“Threshold Amount” means $50,000,000.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of such Lender at such time.

“Total Net Debt” means, at any date of determination, the aggregate amount of all outstanding Indebtedness (less any unrestricted cash and cash equivalents to the extent not constituting Excluded Amounts) of the Consolidated Group determined on a consolidated basis in accordance with GAAP.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Treaty Lender” means a Lender (other than a Lender falling within paragraph (d), (e), (f) or (g) of the definition of Irish Qualifying Lender) which is on the date any relevant payment is made entitled under a double taxation agreement (a “Treaty”) in force on that date (subject to the completion of any procedural formalities other than any procedural formalities which relate specifically to the business or nature of the person making the payment) to that payment without any Tax deduction.

“Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a LIBOR Loan.

“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).


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“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (a) James Hardie 117 Pty Ltd (unless, such Person has been designated as a Restricted Subsidiary after the Closing Date as provided below) and (b) any other Subsidiary of Holdings other than JHIFL or JHBP that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of Holdings after the Closing Date, as provided below) and (c) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of Holdings may designate any Subsidiary of Holdings (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary after the Closing Date unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any lien on, any property of, Holdings or any Restricted Subsidiary of Holdings (other than any Subsidiary of the Subsidiary to be so designated), provided that (i) such designation complies with Section 6.12 and (ii) each of (1) the Subsidiary to be so designated and (2) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Holdings or any Restricted Subsidiary. The Board of Directors of Holdings may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Holdings of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be notified by Holdings to the Administrative Agent by promptly delivering to the Administrative Agent a copy of the board resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. For the avoidance of doubt, Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Agreement.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

“Voting Stock” has the meaning set forth in the definition of Change of Control.

1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference

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to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of such Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Agent shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP

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prior to such change therein and (B) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

1.04 Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 Times of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “LIBOR” or with respect to any comparable or successor rate thereto.

1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time.

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or LIBOR Loans, as further provided herein.

2.02 Borrowings, Conversions and Continuations of Committed Loans.

(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of LIBOR Loans shall be made upon a Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan

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Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of LIBOR Loans or of any conversion of LIBOR Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of LIBOR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, whether the Alternate Applicable Rate should be applied to the Loans and (vi) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of LIBOR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of HSBC with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by such Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by a Borrower, there are Swing Line Loans or L/C Borrowings outstanding to such Borrower, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such Swing Line Loans, second, shall be applied to the payment in full of any such L/C Borrowings, and third, shall be made available to such Borrower as provided above.

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(c) Except as otherwise provided herein, a LIBOR Loan may be continued or converted only on the last day of an Interest Period for such LIBOR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as LIBOR Loans without the consent of the Required Lenders.

(d) The Administrative Agent shall promptly notify the applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the Lenders of any change in HSBC’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans.

2.03 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of a Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of a Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the applicable Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii) The L/C Issuer shall not issue any Letter of Credit, if:

(A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

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(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date.

(iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, unless otherwise agreed, in the case of a standby Letter of Credit;

(D) the Letter of Credit is to be denominated in a currency other than Dollars;

(E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the applicable Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

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(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the applicable Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the applicable Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

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(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

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(c) Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), such Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

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(iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

(v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by such Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the applicable Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent.

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(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the applicable Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the applicable Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the applicable Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice such Borrower;

(v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi) any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;

(vii) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such

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Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the applicable Borrower or any Subsidiary.

The applicable Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will immediately notify the L/C Issuer. The applicable Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude a Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the applicable Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any

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instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g) Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the applicable Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the applicable Borrower for, and the L/C Issuer’s rights and remedies against such Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(h) Letter of Credit Fees. The applicable Borrower shall pay to the Administrative Agent for the account of each Lender in accordance, subject to Section 2.16, with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit issued for the account of such Borrower equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit; provided, that, notwithstanding the foregoing, no Letter of Credit Fee shall be less than $500 per annum for each Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The applicable Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued for the account of such Borrower, at the rate per annum specified in the Fee Letters, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June,

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September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the applicable Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k) Monthly Report. The L/C Issuer, on the last Business Day of each month until the Maturity Date, shall calculate the L/C Obligations on such date in respect of Letters of Credit issued by it and shall promptly send notice in a form reasonably acceptable to the Administrative Agent of such L/C Obligations to the Administrative Agent and the Borrower Agent.

2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, (y) no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

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(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by such Borrower in immediately available funds.

(c) Refinancing of Swing Line Loans.

(i) The Swing Line Lender at any time in its sole discretion may, but not less frequently than once per week, shall request, on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the applicable Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

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(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the applicable Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the applicable Borrower to repay Swing Line Loans made to it, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender.

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(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the applicable Borrower for interest on the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. Each Borrower shall make all payments of principal and interest in respect of the Swing Line Loans made to it directly to the Swing Line Lender.

2.05 Prepayments.

(a) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

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(b) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

2.06 Termination or Reduction of Commitments. (a) Optional. The Borrower Agent may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Agent shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

(b) Mandatory. Upon the 90th day after the occurrence of a Change of Control, the Aggregate Commitments shall terminate in full.

2.07 Repayment of Loans.

(a) Each of the Borrowers hereby unconditionally promises on a joint and several basis to pay to the Administrative Agent for the account of the Lenders the aggregate unpaid principal amount of all Committed Loans outstanding on the Maturity Date and all interest, fees and other amounts payable hereunder on such date.

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(b) Unless refunded as a Base Rate Committed Loan, each of the Borrowers hereby unconditionally promises on a joint and several basis to pay to the Swing Line Lender the aggregate unpaid principal amount of all Swing Line Loans outstanding on the earlier of (i) the date that occurs ten Business Days after such Swing Line Loan is made and (ii) the Maturity Date and all interest, fees and other amounts payable hereunder on such date.

2.08 Interest.

(a) Subject to the provisions of subsections (b) and (c) below, (i) each LIBOR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the LIBOR for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b) The Alternate Applicable Rate shall apply if (i) the Corporate Ratings is at least BBB- from S&P, and at least Baa3 from Moody’s and (ii) the Borrower Agent elects to apply the Alternate Applicable Rate to the Loans by written notice to the Administrative Agent pursuant to Section 2.02(a)(v).

(c) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(i) If any amount (other than principal of any Loan) payable by a Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) Upon the request of the Required Lenders, while any Event of Default exists that is not referred to above in this Section 2.08(c) (unless at such time the Alternate Applicable Rate shall apply as set forth in clause (b) above), the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(d) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.

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Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09 Fees. In addition to certain fees described in subsections (h) and (i) of Section 2.03:

(a) Commitment Fee. The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Other Fees. (i) The Borrowers shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. The Borrowers shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a) All computations of interest for Base Rate Loans determined by reference to the Administrative Agent’s announced prime rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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(b) If, as a result of any restatement of or other adjustment to the financial statements of the Parent or for any other reason, the Borrower Agent or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the applicable Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

2.11 Evidence of Debt.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in subsection (a) above, each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

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2.12 Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by a Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of LIBOR Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and such Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by a Borrower, the interest rate applicable to Base Rate Loans. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the

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date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this subsection (b)shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of the Administrative Agent and Lenders Several. The obligations of the Administrative Agent and the Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender nor the Administrative Agent shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 11.04(c).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater


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proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to any Loan Party or any Affiliate thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.14 Increase in Commitments.

(a) Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Agent may from time to time, request an increase in the Aggregate Commitments to an amount (including all such requests) not exceeding $750,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, and (ii) the Borrower Agent may make a maximum of three such requests in any year. At the time of sending such notice, the Borrower Agent (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

(b) Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.

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(c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower Agent and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (not to be unreasonably withheld or delayed), the Borrower Agent may also invite one or more additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

(d) Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower Agent shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower Agent and the Lenders of the final allocation of such increase and the Increase Effective Date.

(e) Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower Agent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

(f) Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

2.15 Cash Collateral.

(a) Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrowers shall be required to provide Cash Collateral pursuant to Section 8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrowers shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

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(b) Grant of Security Interest. Each Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrowers will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at HSBC. The Borrowers shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Sections 2.03, 2.05, 2.16 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided, however, the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.16 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.

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(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower Agent may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower Agent, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

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(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.15.

(C) With respect to any fee payable under Section 2.09(a) any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrowers shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the L/C Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to them hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.15.

(b) Defaulting Lender Cure. If the Borrower Agent, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth

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therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

2.17 Appointment and Authorization of Borrower Agent.

(a) JHBP hereby designates, appoints, authorizes and empowers JHIFL as its agent and hereby irrevocably authorizes and directs JHIFL to take such action on its behalf under the provisions of this Agreement and the other Loan Documents, and any other instruments, documents and agreements referred to herein or therein, and to exercise such powers and to perform such duties hereunder and thereunder, and such other powers as are reasonably incidental thereto, including, without limitation, to submit on behalf of JHBP Requests for Extension of Credit, Letter of Credit Applications and applicable Requisite Notices in accordance with the provisions of this Agreement, each such document to be submitted by JHIFL to the applicable recipient as soon as practicable after its receipt of a request to do so from JHBP.

(b) JHIFL is further authorized and directed by JHBP to take all such actions on behalf of JHBP necessary to exercise the specific powers granted in Section 2.17(a) and to perform such other duties hereunder and under the other Loan Documents, and deliver such documents as delegated to or required of JHIFL. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Documents from JHIFL as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to JHBP hereunder to JHIFL on behalf of JHBP. JHBP agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by JHIFL shall be deemed for all purposes to have been made by JHBP and shall be binding upon and enforceable against JHBP to the same extent as if the same had been made directly by JHBP.

(c) JHIFL may perform any of its duties hereunder or under any of the other Loan Documents by or through its agents or employees.

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ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent with consent of the Loan Parties, such consent not to be unreasonably withheld) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii) If any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

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(b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse the Administrative Agent for the payment of, any Other Taxes.

(c) Tax Indemnifications. (i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

(d) Evidence of Payments. As soon as practicable after any payment of Taxes by a Borrower to a Governmental Authority as provided in this Section 3.01, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt or other similar evidence issued or made available by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

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(e) Status of Lenders; Tax Documentation.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Agent and the Administrative Agent, at the time or times reasonably requested by the Borrower Agent or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower Agent or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower Agent or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Agent or the Administrative Agent as will enable the Borrower Agent or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that each Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall, to the extent U.S. federal tax laws so allow, deliver to the Borrower Agent and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Agent or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Agent and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Agent or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BENE (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS

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Form W-8BENE (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENE (or W-8BEN, as applicable); or

(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BENE (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Agent and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Agent or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower Agent or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower Agent and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Agent or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by

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Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Agent or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower Agent and the Administrative Agent in writing of its legal inability to do so.

(iv) Each Lender shall, on or before the date it becomes a party hereto, inform the Irish Borrower whether it is an Irish Qualifying Lender. Any such Lender shall also promptly notify the Borrower Agent if it subsequently ceases to be an Irish Qualifying Lender or subsequently becomes an Irish Qualifying Lender.

(v) If a Lender with respect to a Loan to an Irish Borrower fails to confirm that it is an Irish Qualifying Lender in accordance with Section 3.01(e)(iv) then such Lender shall be treated for purposes of this Agreement as if it was not an Irish Qualifying Lender until such time as it confirms that it is an Irish Qualifying Lender.

(vi) Notwithstanding anything to the contrary in any Loan Document (but subject to the proviso in this Section 3.01(e)(vii), no Irish Borrower shall be required to make an increased payment to a Lender under this Section 3.01 or any Loan Document for any Tax deduction imposed under the laws of Ireland from a payment of interest by any Irish Borrower under a Loan Document if:

(i) on the date on which the payment falls due the payment could have been made to the relevant Lender without a Tax deduction if the Lender was an Irish Qualifying Lender but, on that date, the Lender is not or has ceased to be an Irish Qualifying Lender other than as a result of any change after the date it became a Lender under a Loan Document in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant tax authority, or

(ii) the relevant Lender is a Treaty Lender and the applicable Irish Borrower is able to demonstrate that the payment could have been made to the Lender without the Tax deduction had the Treaty Lender complied with its obligations under Section 3.01(e)(ix); provided, however, that (A) if a Lender assigns or transfers any of its rights or obligations under the Loan Documents to an assignee Lender (or designates a new Lending Office), and at the date of such assignment or transfer (or designation of a new Lending Office) an Irish Borrower would be obliged to make an increased payment to such assignor Lender under Section 3.01(a), then such assignee Lender shall be entitled to receive increased

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payments under Section 3.01(a) from such Irish Borrower to the same extent such assignor Lender would have been entitled to if the assignment or transfer (or designation of new Lending Office) had not occurred; (B) the applicable Irish Borrower shall be required to make increased payments under Section 3.01(a) to a Lender that is an assignee pursuant to a request by the applicable Borrower under Section 3.06, and (C) the applicable Irish Borrower shall be required to make increased payments to a Lender under Section 3.01(a) with respect to any Taxes arising as a result of an Irish Borrower failing to comply with its obligations under Section 3.01(e)(ix).

(vii) Upon request from an Irish Borrower, each Lender with respect to a Loan to an Irish Borrower shall promptly provide such information as shall be reasonably requested to enable such Irish Borrower to verify that such Lender is an Irish Qualifying Lender and to comply with the provisions of sections 891A and 891E of the TCA (or any regulations made in respect of or in connection with such sections).

(viii) Each Treaty Lender and each applicable Irish Borrower that makes a payment to which that Treaty Lender is entitled shall cooperate in completing any procedural formalities as may be necessary or advisable for such Irish Borrower to obtain authorization to make such payment without any Tax deduction imposed under the laws of Ireland.

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the applicable Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the applicable Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.

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(g) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to any Credit Extension or to determine or charge interest rates based upon the LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower Agent through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue LIBOR Loans or to convert Base Rate Committed Loans to LIBOR Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower Agent that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBOR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBOR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the LIBOR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBOR. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.

3.03 Inability to Determine Rates. If in connection with any request for a LIBOR Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, or (ii) adequate and reasonable means do not exist for determining the LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a) (i) above, “Impacted Loans”), or (b) the Administrative Agent or the Required Lenders determine that for any reason the LIBOR for any requested Interest Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such


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Lenders of funding such LIBOR Loan, the Administrative Agent will promptly so notify the Borrower Agent and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended, (to the extent of the affected LIBOR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the LIBOR component of the Base Rate, the utilization of the LIBOR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent upon the instruction of the Required Lenders revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Loans (to the extent of the affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) (i) of this section, the Administrative Agent, in consultation with the Borrower Agent and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower Agent that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower Agent written notice thereof.

3.04 Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR) or the L/C Issuer;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender or any Letter of Credit or participation therein;

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and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a)or (b) of this Section and delivered to the Borrower Agent shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower Agent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the applicable Borrower shall promptly compensate


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such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; or

(c) any assignment of a LIBOR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower Agent pursuant to Section 11.13;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each LIBOR Loan made by it at the LIBOR for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Loan was in fact so funded.

3.06 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. Each Lender may make any Credit Extension to any Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of such Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires a Borrower to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower Agent such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

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(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if a Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower Agent may replace such Lender in accordance with Section 11.13.

3.07 Survival. All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01 Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and each Loan Party and the Parent;

(ii) a Note executed by each Borrower in favor of each Lender requesting a Note;

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party and the Parent as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party or the Parent is a party;

(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and the Parent is duly organized or formed, and that each Loan Party is validly existing, in good standing (to the extent good standing is applicable) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(v) a favorable opinion of (i) Dentons US LLP, counsel to the Loan Parties and the Parent and (ii) local counsel to the Loan Parties and the Parent located in Bermuda, Ireland and Nevada, each addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent;

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(vi) a certificate of a Responsible Officer of each Loan Party and the Parent either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the Parent and the validity against such Loan Party and the Parent of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

(vii) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculation of the Consolidated Net Leverage Ratio as of the last day of the fiscal quarter of the Parent most recently ended prior to the Closing Date;

(viii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Parent ended on September 30, 2015, signed by a Responsible Officer of the Borrower Agent; and

(ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.

(b) Any fees required to be paid on or before the Closing Date shall have been paid.

(c) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between each Borrower and the Administrative Agent).

(d) The Borrowers shall have terminated all commitments and shall have repaid all amounts accrued under the Bilateral Credit Facilities.

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.


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4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBOR Loans) is subject to the following conditions precedent:

(a) The representations and warranties of each Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.

(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBOR Loans) submitted by the Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V. REPRESENTATIONS AND WARRANTIES

Each Loan Party and, solely with respect to Sections 5.01, 5.02, 5.03, 5.04, 5.05, 5.06, 5.12, 5.13, and 5.15, the Parent represents and warrants to the Administrative Agent and the Lenders that:

5.01 Existence, Qualification and Power. The Parent and each Loan Party (a) is duly organized or formed and is validly existing or the local equivalent under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing or the local equivalent, if any under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02 Authorization; No Contravention. The execution, delivery and performance by the Parent and each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not


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(a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Parent or any Loan Party of this Agreement or any other Loan Document that has not been given or provided.

5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by the Parent and each Loan Party that is party thereto, as applicable. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation enforceable against the Parent and each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).

5.05 Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(b) The unaudited consolidated balance sheets of the Parent and its Subsidiaries dated September 30, 2015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Parent and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.

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(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Parent or any Loan Party threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Parent or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed in Schedule 5.06, either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, and there has been no adverse change in the status, or financial effect on the Parent or any Subsidiary thereof, of the matters described on Schedule 5.06.

5.07 No Default. No Loan Party or any Subsidiary thereof is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08 Environmental Compliance. Each Loan Party and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof such Loan Party has reasonably concluded that, except as specifically disclosed in Schedule 5.08, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.09 Margin Regulations; Investment Company Act.

(a) No Borrower is engaged and each Borrower will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b) None of the Borrower, any Person Controlling a Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

5.10 Disclosure. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.


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5.11 Compliance with Laws. Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.12 OFAC. None of the Parent, any Loan Party, any of its Subsidiaries, any director or officer, or any employee, agent, or Affiliate, of the Parent, any Loan Party or any of its Subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by Persons that are, (i) the subject of any sanctions administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the US Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, Department of Foreign Affairs and Trade of the Commonwealth of Australia, the Hong Kong Monetary Authority, or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation, currently, the Crimea Region, Cuba, Iran, North Korea, Sudan and Syria.

5.13 Anti-Corruption Laws. None of the Parent, each Borrower, nor to the knowledge of any Loan Party or the Parent, any director, officer, agent, employee, Affiliate or other person acting on behalf of the Parent or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any applicable anti-bribery law, including but not limited to, the United Kingdom Bribery Act 2010 (the “UK Bribery Act”) and the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”). Furthermore, the Parent, each Loan Party and, to the knowledge of each Loan Party, its Affiliates have conducted their businesses in compliance with the UK Bribery Act, the FCPA and similar laws, rules or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. No part of the proceeds of the Loans will be used, directly or indirectly, for any payment that could constitute a violation of any applicable anti-bribery law.

5.14 Pari Passu Ranking. Each Loan Party’s obligations under this Agreement and the other Loan Documents, will, upon the execution and delivery thereof, respectively, rank pari passu, without preference or priority, with all of the other outstanding unsecured and unsubordinated Indebtedness of such Loan Party.

5.15 Holding Company. (a) The Parent does not have any material liabilities other than (i) creditors, provisions and indemnities incidental to its activities as a holding company without a material operating business; (ii) liabilities under this Agreement, the Common Terms Deed Poll, and its liabilities (if any) under the Guarantee Trust Deed and the Intercreditor Deed; (iii) liabilities under the AFFA; (iv) liabilities in relation to taxation; and (v) liabilities to shareholders in their capacity as such not prohibited under the AFFA and (b) the only Person (excluding Holdings) which is a Subsidiary of the Parent, and not also a Subsidiary of Holdings, is JH Insurance.


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ARTICLE VI. AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each Loan Party shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Restricted Subsidiary to:

6.01 Financial Statements. Deliver to the Administrative Agent for distribution to each Lender, in form and detail satisfactory to the Administrative Agent:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and

(b) as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Parent’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 6.02(b), the Loan Parties shall not be separately required to furnish such information under subsection (a) or (b) above, but the foregoing shall not be in derogation of the obligation of such Loan Party to furnish the information and materials described in subsections (a) and (b) above at the times specified therein.


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6.02 Certificates; Other Information. Deliver to the Administrative Agent for distribution to each Lender, in form and detail satisfactory to the Administrative Agent for distribution to the Lenders:

(a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower Agent (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);

(b) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Parent or the Loan Party, and copies of all annual, regular, periodic and special reports and registration statements which the Parent or the Loan Parties may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(c) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of the Parent or any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;

(d) promptly, and in any event within five Business Days after receipt thereof by the Parent or any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC or the Australian Securities and Investments Commission (or comparable agency in any other applicable jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Parent or any Loan Party or any Subsidiary thereof; and

(e) promptly, such additional information regarding the business, financial or corporate affairs of the Parent or any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent or such Loan Party posts such documents, or provides a link thereto on the Parent’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Parent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower Agent shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and (ii) the Borrower Agent shall provide to the Administrative Agent or any Lender by electronic mail electronic versions (i.e., soft copies) of


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such documents upon its request to the Borrower Agent to deliver such electronic versions. The Administrative Agent shall have no obligation to request the delivery of or to maintain electronic copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower Agent with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its electronic copies of such documents.

The Parent and the Loan Parties hereby acknowledge that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Parent and the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Parent and each Loan Party or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Parent and the Loan Parties hereby agree that so long as the Parent or any Loan Party is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Parent and the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Parent and each Loan Party or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

6.03 Notices. Promptly notify the Administrative Agent and each Lender (by facsimile or electronic mail):

(a) of the occurrence of any Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Loan Parties or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Loan Parties or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Loan Parties or any Subsidiary, including pursuant to any applicable Environmental Laws which, in each case, if adversely determined, would have a Material Adverse Effect;

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(c) of any material change in accounting policies or financial reporting practices by the Loan Parties or any Subsidiary, including any determination by the Loan Parties referred to in Section 2.10(b) (it being understood notice pursuant to this subsection shall not be required prior to the time of any disclosure requirement under Item 304 of Regulation S-K, Item 4.02 of Form 8-K or comparable disclosure requirements for accounting changes under applicable law); and

(d) of any material amendment to the AFFA (it being understood notice pursuant to this subsection shall not be required prior to the time of any disclosure requirement under Item 1.01 of Form 8-K or comparable disclosure requirements for the entry into material agreements under applicable law).

Each notice pursuant to this Section 6.03(a) and (b) shall be accompanied by a statement of a Responsible Officer of such Loan Party setting forth details of the occurrence referred to therein and stating what action such Loan Party has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Parent and the Loan Parties or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable.

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and, as applicable, good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Loan Parties, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and providing for not less than 30 days’ prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance.


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6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09 Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Loan Party or such Subsidiary, as the case may be.

6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender (which shall be coordinated through the Administrative Agent) to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Loan Parties; provided, however, that (i) there shall be no more than one such visit per calendar year for as long as no Event of Default shall have occurred during such calendar year and (ii) when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties at any time during normal business hours and without advance notice.

6.11 Use of Proceeds. Use the proceeds of the Credit Extensions for general corporate purposes (including working capital, refinance of existing debt, acquisitions, capital expenditures and distributions) not in contravention of any Law or of any Loan Document.

6.12 Additional Guarantors. If, following any transaction permitted under this Agreement, the Consolidated Adjusted EBITDA constitutes less than 70% of the Group Adjusted EBITDA as of the date of the most recent financial statements delivered pursuant to Section 6.01 and giving pro forma effect to such transaction, Borrower Agent shall notify the Administrative Agent, and promptly thereafter (and in any event within 30 days), cause, in its sole discretion, one or more Qualifying Subsidiaries to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, such that after giving pro forma effect to each joinder of a Guarantor pursuant to this subsection (a), the Consolidated Adjusted EBITDA constitutes at least 70% of the Group Adjusted EBITDA, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Qualifying Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, each designation of an additional Guarantor pursuant to this Section 6.12 shall be accompanied by a designation by the Board of Directors of Holdings making such Guarantor a Restricted Subsidiary for all purposes of this Agreement.


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6.13 Continued Listing on the ASX/NYSE. Ensure at all times that the common stock Equity Interests of the Parent continue to be listed on the New York Stock Exchange and the Australian Stock Exchange.

ARTICLE VII. NEGATIVE COVENANTS

A. COVENANTS OF THE LOAN PARTIES. So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, no Loan Party shall, nor shall it permit any Restricted Subsidiary to, directly or indirectly:

7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);

(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 90 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation;

(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

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(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) Liens securing Indebtedness permitted under Section 7.03(d); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; and

(j) Other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed the greater of (i) 10% of Consolidated Net Tangible Assets and (ii) $250,000,000.

7.02 Investments. Make any Investments, except:

(a) Investments held by such Loan Party or such Subsidiary in the form of cash equivalents;

(b) advances to officers, directors and employees of the Loan Parties and Subsidiaries in an aggregate amount not to exceed $10 million at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(c) Investments of the Loan Parties in any wholly-owned Subsidiary and Investments of any wholly-owned Subsidiary in the Loan Parties or in another wholly-owned Subsidiary.

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e) Guarantees permitted by Section 7.03; and

(f) Other Investments so long as, after consummation thereof, no Default is continuing and the Borrowers are in compliance with Section 7.06.

7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness under the Loan Documents;

(b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity,

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collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;

(c) Guarantees of (i) a Loan Party in respect of Indebtedness otherwise permitted hereunder of the other Loan Parties and (ii) Indebtedness of Subsidiaries which are not Loan Parties, provided that the aggregate principal amount of Indebtedness at any time outstanding guaranteed in accordance with this clause (ii) shall not exceed $50 million;

(d) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $50 million;

(e) Indebtedness described in 7.01(j); and

(f) Other unsecured Indebtedness.

7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, unless (i) otherwise permitted under the Indenture as in effect on the Closing Date, or (ii) so long as no Default exists or would result therefrom:

(a) any Subsidiary may merge with (i) a Loan Party, provided that such Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; provided that the surviving Person shall be organized in the United States, the Republic of Ireland, Australia or Canada or in any other jurisdiction in which a Loan Party or wholly-owned Subsidiary is organized as of the Closing Date; provided further that any merger of any Restricted Subsidiary with an Unrestricted Subsidiary in which the Unrestricted Subsidiary is the surviving Person shall comply with Section 7.06; and

(b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Loan Parties or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be a Loan Party or a wholly-owned Subsidiary; provided further that any Disposition of all or substantially all of the assets of any Restricted Subsidiary to an Unrestricted Subsidiary shall comply with Section 7.06.

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Notwithstanding the foregoing or any provision contained in the Indenture, no legal opinion shall be required to be delivered in connection with any merger, dissolution, liquidation, consolidation or disposal of assets permitted hereunder or thereunder.

7.05 Dispositions. (a) Make any Disposition or enter into any agreement to make any Disposition, other than as set forth in subsection (c), unless:

(1) Holdings or such Restricted Subsidiary receives consideration at least equal to the fair market value (such fair market value to be determined in good faith by Holdings on the date of contractually agreeing to such Disposition) of the equity and assets subject to such Disposition; and

(2) at least 75% of the consideration received by Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”).

(b) For the purposes of this Section 7.05, the following are deemed to be Cash Consideration:

(1) any liabilities (as reflected on the Consolidated Group’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Consolidated Group’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by Holdings) of Holdings or such Restricted Subsidiary (other than contingent liabilities) that are assumed by the transferee of any such assets;

(2) any securities, notes or other obligations received by Holdings or any Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted Subsidiary into cash or cash equivalents within 180 days after such Disposition, to the extent of the cash and cash equivalents received in that conversion; and

(3) any Designated Non-cash Consideration received by Holdings or any of its Restricted Subsidiaries in such Disposition having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause that has at that time not been converted into cash or a cash equivalent, not to exceed the greater of $100.0 million and 5.0% of Consolidated Net Tangible Assets (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

(c) JHT may not make any Disposition of any Intellectual Property unless the Disposition:

(1) is of obsolete assets no longer required or useful for its business;


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(2) is in the ordinary course of business; provided that such Dispositions in the aggregate do not exceed 10% of the fair market value of its Intellectual Property in any fiscal year; or

(3) occurs with the prior consent of the Required Lenders.

For the avoidance of doubt, nothing in this clause 7.05(c) restricts or prohibits any distribution by JHT of cash or inter-company receivables to a shareholder of JHT through dividends or the making of subordinated loans.

7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests, except that, so long as no Default shall have occurred and be continuing or would result therefrom, the Loan Parties and their Subsidiaries may make Restricted Payments to the extent permitted by the Indenture; provided, however, that, so long as no Default is continuing and would not result therefrom, the limitations set forth in this Section 7.06 shall cease to apply upon the first date on which (a) the Corporate Rating from S&P is at least BBB- and the Corporate Rating from Moody’s is at least Baa3, or (b) all obligations and indebtedness of any Loan Party pursuant to the Indenture have been terminated or repaid, respectively.

7.07 Change in Nature of Business. No Loan Party or its Restricted Subsidiaries shall engage in business in any industry sector substantially different from the industry sector in which such Loan Party and its Restricted Subsidiaries conducts business on the date hereof.

7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to such Loan Party or such Subsidiary as would be obtainable by such Loan Party or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate.

7.09 Burdensome Agreements. (a) Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that (x) limits the ability (i) of any Subsidiary to make Restricted Payments to any Loan Party or any Guarantor or to otherwise transfer property to any Loan Party or any Guarantor or (ii) of any Loan Party or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (ii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.03(d) and (e) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (y) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; or

(b) Enter into or permit to exist Pari Passu Indebtedness unless such Indebtedness permits the Obligations to be secured on no more restrictive terms than as set forth in Section 4.11(5) (and corresponding other provisions) of the Indenture in effect as of the Closing Date; or

(c) Enter into any guarantee, indemnity or other form of financial support in relation to the obligations under the AFFA of the Performing Subsidiary, other than as existing as of the Closing Date.


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7.10 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

7.11 Financial Covenants.

(a) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Parent to be less than 3.25:1.00; and

(b) Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio at any time during any period of four fiscal quarters of the Parent set forth below to be greater than 3.00:1.00; provided such ratio shall be reset to 3:25:1.00 after a Material Acquisition for a period of twelve months from the date of such Material Acquisition.

7.12 Sanctions. Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Credit Extension, whether as underwriter, advisor, investor or otherwise).

7.13 Anti-Corruption Laws. Directly or indirectly use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or other similar anti-corruption legislation in other jurisdictions.

B. COVENANTS OF THE PARENT. So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Parent shall not, directly or indirectly:

7.01 AFFA Amendments. Voluntarily agree to any amendment to the AFFA, the primary effect of which is to increase the mandatory annual funding obligations of the Performing Subsidiary (as defined in the AFFA). Notwithstanding the foregoing, other than as described above with respect to the proposed changes to mandatory annual payment obligations under the AFFA, the Loan Parties shall not be restricted in any manner whatsoever from their ability to amend the AFFA in any other respect and to make payments, including prepayments, or otherwise exercise their respective rights and comply with their respective obligations under the AFFA in their sole discretion.


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7.02 Change in Nature of Business. (a) Engage in business in any industry sector substantially different from the industry sector in which Parent conducts business on the date hereof.

(b) permit to exist any material liabilities other than those listed in Section 5.15;

(c) directly or indirectly, hold any material assets, other than through Holdings and, provided, that for the avoidance of doubt, neither any Unrestricted Subsidiary nor JH Insurance and its assets constitute “material assets” for the purposes of this clause; and

(d) permit any Person other than JH Insurance to be a Subsidiary of the Parent unless such Person is also a Subsidiary of Holdings.

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation; provided, any failure to pay that would otherwise constitute an Event of Default under this Section 8.01(a)(i) shall not result in an Event of Default if (x) such failure is attributable solely to an administrative or technical error; (y) the Borrower can demonstrate to the reasonable satisfaction of the Administrative Agent that sufficient funds were available to enable the Borrower to make the relevant payment when due; and (z) such default is remedied within one (1) Business Day, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants. Any Loan Party or the Parent fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11 or 6.12 or Article VII; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Borrower, any other Loan Party or the Parent herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or

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(e) Cross-Default. (i) Any Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues for 3 Business Days in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which any Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any of its Material Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) Any Borrower or any Material Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 60 days after its issue or levy; or

(h) Judgments. There is entered against any Borrower or any Material Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount

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(to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), and (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document.

8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c) require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and

(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to a Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the


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provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03 and 2.15; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.

Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

Subject to Sections 2.03(c) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.


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ARTICLE IX. ADMINISTRATIVE AGENT

9.01 Appointment and Authority. Each of the Lenders and the L/C Issuer hereby irrevocably appoints HSBC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

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(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to each Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any default or event of default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders or L/C Issuer, unless the Administrative Agent shall have received written notice from a Lender, L/C Issuer or the Borrower referring to this Agreement, describing such default or event of default and stating that such notice is a “Notice of Default” or “Notice of Event of Default”. The Administrative Agent will notify the Lenders and L/C Issuer of its receipt of any such notice. The Administrative Agent shall take such action with respect to such default or event of default as may be directed by the Required Lenders in accordance with the terms of the Agreement; provided, however that unless and until the Administrative Agent has received any such direction by Required Lenders, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to any such default or event of default as it shall deem advisable or in the best interest of the Lenders and L/C Issuer.

In no event shall the Administrative Agent be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of its duties under the Loan Documents or in the exercise of any of its rights or powers under the Agreement.

The Administrative Agent shall be entitled to take any action or refuse to take any action which the Administrative Agent regards as necessary for the Administrative Agent to comply with any applicable law, regulation or court order.

The Administrative Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Administrative Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


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9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication ofthe credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Any entity into which the Administrative Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidations which the Administrative Agent in its individual capacity may be party, or any corporation to which substantially all of the corporate trust or agency business of the Administrative Agent in its individual capacity may be transferred, shall be the Administrative Agent under this Agreement without further action.

9.06 Resignation of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall

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have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower Agent and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

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(d) If HSBC Bank plc resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower Agent of a successor Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender and (b) the retiring Swing Line Lender shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents.

9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers or Documentation Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.

9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered but not obligated, by intervention in such proceeding or otherwise

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and

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(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

9.10 Guaranty Matters. Without limiting the provisions of Section 9.09, The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.

Upon request by the Administrative Agent at any time, the Required Lenders will direct in writing the Administrative Agent to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

ARTICLE X. GUARANTY

10.01 Guaranty. Each Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of each Borrower to the Guaranteed Parties, and whether arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Guaranteed Parties in connection with the collection or enforcement thereof). The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the


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Obligations which might otherwise constitute a defense to the obligations of each Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

10.02 Rights of Lenders. Each Guarantor consents and agrees that the Guaranteed Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Obligations; and (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of each Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of each Guarantor.

10.03 Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of any Borrower; (b) any defense based on any claim that each Guarantor’s obligations exceed or are more burdensome than those of any Borrower; (c) the benefit of any statute of limitations affecting each Guarantor’s liability hereunder; (d) any right to proceed against any Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

10.04 Obligations Independent. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not any Borrower or any other person or entity is joined as a party.

10.05 Subrogation. No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and the Commitments are terminated. If any amounts are paid to each Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Guaranteed Parties to reduce the amount of the Obligations, whether matured or unmatured.


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10.06 Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and the Commitments with respect to the Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or each Guarantor is made, or any of the Guaranteed Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Guaranteed Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Guaranteed Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Guaranty.

10.07 Subordination. Each Guarantor hereby subordinates the payment of all obligations and indebtedness of any Borrower owing to each Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of any Borrower to such Guarantor as subrogee of the Guaranteed Parties or resulting from such Guarantor’s performance under this Guaranty, to the indefeasible payment in full in cash of all Obligations. If the Guaranteed Parties so request, any such obligation or indebtedness of any Borrower to such Guarantor shall be enforced and performance received by such Guarantor as trustee for the Guaranteed Parties and the proceeds thereof shall be paid over to the Guaranteed Parties on account of the Obligations, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty.

10.08 Stay of Acceleration. If acceleration of the time for payment of any of the Obligations is stayed, in connection with any case commenced by or against each Guarantor or any Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor immediately upon demand by the Guaranteed Parties.

10.09 Condition of Borrowers. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from each Borrower and any other guarantor such information concerning the financial condition, business and operations of such Borrower and any such other guarantor as such Guarantor requires, and that none of the Guaranteed Parties has any duty, and such Guarantor is not relying on the Guaranteed Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of any Borrower or any other guarantor (such Guarantor waiving any duty on the part of the Guaranteed Parties to disclose such information and any defense relating to the failure to provide the same).

10.10 Limitations with respect to Irish Guarantors. (a) Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, the obligations of any


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Irish Guarantor, under or pursuant to Section 10.01 (Guaranty) shall exclude any obligation to the extent that it would result in the relevant obligation constituting unlawful financial assistance within the meaning of Section 82 of the Irish Companies Act 2014 (the “Irish Companies Act”).

(b) The guarantee granted by any Irish Guarantor under Section 10.01 (Guaranty) shall only apply in respect of the obligations of a Loan Party to the extent that such Loan Party is a holding company of such Irish Guarantor, a subsidiary of such Irish Guarantor or a subsidiary of the holding company of such Irish Guarantor. For the purposes of this paragraph (b), the terms “holding company”, and “subsidiary” shall have the meanings given to them in Sections 8 and 7, respectively, of the Irish Companies Act.

10.11 Keepwell. Each Guarantor that is a Qualified ECP Guarantor (as defined below) at the time this Guaranty or at the time the grant of the security interest under the Loan Documents, in each case, by any Loan Party, becomes effective with respect to any Swap Contract, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party with respect to such Swap Contract as may be needed by such Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Contract (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.11 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 10.11 to constitute, and this Section 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each other Loan Party for all purposes of the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

ARTICLE XI. MISCELLANEOUS

11.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the applicable Loan Party, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a) waive any condition set forth in Section 4.01(a) or Section 2.13 without the written consent of each Lender;


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(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate;

(e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or

(g) release all or substantially all of the value of the Guaranty without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone);

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.


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11.02 Notices; Effectiveness; Electronic Communication.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Parent, any Borrower or any other Loan Party, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender, the L/C Issuer or the Borrower Agent may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”


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function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.

(d) Change of Address, Etc. Each of the Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to each Borrower or its securities for purposes of United States Federal or state securities laws.

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(e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Committed Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower Agent even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders).


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11.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrowers shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of one counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and, a single firm of local counsel in each appropriate jurisdiction (and, in the case of an actual or perceived conflict of interest where the Administrative Agent, any Lender or the L/C Issuer affected by such conflict notifies Borrower Agent of the existence of such conflict and, thereafter, one additional law firm in each applicable jurisdiction).

(b) Indemnification by the Borrower. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by each Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to each Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to

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the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting the provisions of Section 3.01(c), this Section 11.4(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c) Reimbursement by Lenders. To the extent that any Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof provided that nothing in this paragraph shall limit your indemnity and reimbursement obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party with respect to which the applicable Indemnitee is entitled to indemnification under this Section 11.04. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) Survival. The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

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11.05 Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

11.06 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such Assignments) that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Agent otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrower Agent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and

(C) the consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment.


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(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to any Loan Party or any of the Loan Parties’ Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person).

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower Agent and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the


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Borrower Agent (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower Agent (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause (b) of this Section and any written consent to such assignment required by clause (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to this Agreement, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower Agent or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or any Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.

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Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time HSBC Bank plc assigns all of its Commitment and Loans pursuant to subsection (b) above, HSBC Bank

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plc may, (i) upon 30 days’ notice to the Borrower Agent and the Lenders, resign as Swing Line Lender. In the event of any such resignation as Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor Swing Line Lender hereunder; provided, however, that no failure by a Borrower to appoint any such successor shall affect the resignation of HSBC Bank USA Swing Line Lender. If HSBC Bank USA resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor Swing Line Lender, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender,.

11.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to each Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating each Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower Agent or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

For purposes of this Section, “Information” means all information received from any Borrower or any Subsidiary relating to any Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by any Borrower or any


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Subsidiary, provided that, in the case of information received from any Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning a Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

11.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any and all of the obligations of such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Agent and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

11.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the


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Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

11.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

11.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

11.13 Replacement of Lenders. If the Borrower Agent is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Agent may, at its sole expense and effort, upon


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notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(d) such assignment does not conflict with applicable Laws; and

(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling any Borrower to require such assignment and delegation cease to apply.

11.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION. THE PARENT, EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR

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ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. THE PARENT, EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

11.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR


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ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrowers and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

11.17 Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State


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Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; providedthat notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.

11.18 USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower Agent that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of each Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the relevant Borrower in accordance with the Act. Each Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

11.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Loan Party (or to any other Person who may be entitled thereto under applicable law).

11.20 Designation as Senior Debt. All Obligations shall be designated “Pari Passu Indebtedness” for purposes of and as defined in the Indenture and all supplemental indentures thereto.


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

1

JAMES HARDIE INTERNATIONAL FINANCE LIMITED, as a Borrower

By: /s/ Lorcan Murtagh Name: Lorcan MurtaghTitle: Authorized Person

By: /s/ Natasha Mercer Name: Natasha MercerTitle: Authorized Person

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2

JAMES HARDIE BUILDING PRODUCTS INC., as a Borrower

By: /s/ Joseph Blasko Name: Joseph BlaskoTitle: Secretary

By: /s/ Matthew Marsh Name: Matthew MarshTitle: CFO

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3

JAMES HARDIE INTERNATIONAL GROUP LIMITED, as a Guarantor



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4

JAMES HARDIE TECHNOLOGY LIMITED,as a Guarantor

By: /s/ James Lenney Name: James LenneyTitle: Authorized Person


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5

JAMES HARDIE INDUSTRIES PLCas the Parent (solely for purposes of its representations made in Article V and its covenants set forth in Article VII)


By: /s/ Matthew Marsh Name: Matthew MarshTitle: CFO

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6

HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent

By: /s/ Thomas Hou Name: Thomas HouTitle: Managing Director

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7

HSBC BANK PLC, as a Lender and Swing Line Lender

By: /s/ Alan Duffy Name: Alan DuffyTitle: CEO and Head of Wholesale Banking HSBC

Ireland

By: /s/ John O’Connor Name: John O’ConnorTitle: Country Head of Subsidiary Banking

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8

BANK OF AMERICA, N.A., as a Lender

By: /s/ Aaron Marks Name: Aaron MarksTitle: Senior Vice President

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9

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and L/C Issuer

By: /s/ Michael Bennett Name: Michael BennettTitle: Vice President

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10

COMMONWEALTH BANK OF AUSTRALIA, as a Lender and Documentation Agent

By: /s/ Chris Dirckze Name: Chris DirckzeTitle: Associate Director

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11

U.S. BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Steven L. Sawyer Name: Steven L. SawyerTitle: Senior Vice President

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SCHEDULE 1.01(B)

BILATERAL CREDIT FACILITIES

Lender Borrower Amount Expiration DateHSBC Bank Plc JHIFL and JHBPI US$ 50,000,000 April 29, 2019

HSBC Bank Plc JHIFL and JHBPI US$ 40,000,000 March 27, 2019

Wells Fargo Bank, National Association JHIFL and JHBPI US$ 75,000,000 April 29, 2016

Wells Fargo Bank, National Association JHIFL and JHBPI US$ 50,000,000 May 24, 2019

Bank of America, N.A. JHIFL and JHBPI US$125,000,000 November 28, 2017

Commonwealth Bank of Australia JHIFL and JHBPI US$ 25,000,000 May 23, 2019

Commonwealth Bank of Australia JHIFL and JHBPI US$ 75,000,000 April 27, 2016

Commonwealth Bank of Australia JHIFL and JHBPI US$ 75,000,000 April 27, 2017

Westpac Banking Corporation JHIFL and JHBPI US$ 50,000,000 March 25, 2016

Westpac Banking Corporation JHIFL and JHBPI US$ 25,000,000 April 28, 2017

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SCHEDULE 2.01

COMMITMENTS AND APPLICABLE PERCENTAGES

Lender Commitment

Applicable Percentage

HSBC Bank plc $122,500,000.00 24.50% Bank of America, N.A. $117,500,000.00 23.50% Wells Fargo Bank, National Association $117,500,000.00 23.50% Commonwealth Bank of Australia $117,500,000.00 23.50% US Bank, National Association $ 25,000,000.00 5.00% Total $500,000,000.00 100.00%

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SCHEDULE 2.03

EXISTING LETTERS OF CREDIT

Letter of Credit issued by Wells Fargo Bank, National Association for the benefit of The Travelers Indemnity Company with James Hardie Building Products Inc. as applicant in the amount of US#2,300,000.

Letter of Credit issued by Wells Fargo Bank, National Association for the benefit of State of Nevada Department of Conservation & National Resources Division of Environmental Protection with James Hardie Building Products Inc. as applicant in the amount of US$100,000.

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SCHEDULE 5.05

SUPPLEMENT TO INTERIM FINANCIAL STATEMENTS

All material indebtedness and other liabilities, direct or contingent, of the Parent and its consolidated Subsidiaries set for in interim financial statements of Parent, dated September 30, 2015, attached hereto.

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SCHEDULE 5.06

LITIGATION

General New Zealand Weathertightness Claims

As disclosed in the Annual Report on Form 20-F for the fiscal year ended March 31, 2015, Parent’s New Zealand subsidiaries have been and, at times, continue to be joined in a number of construction defect claims in New Zealand that relate to residential buildings (single and multi-family dwellings) and a small number of non-residential buildings, primarily constructed from 1998 to 2004. The claims have often involved multiple parties and alleged that losses were incurred due to excessive moisture penetration of the buildings’ structures. The claims have typically included allegations of poor building design, inadequate certification of plans, inadequate construction review and compliance certification and deficient work by sub-contractors.

Putative Auckland Harditex and Titan Representative Actions

In March 2015, an Auckland, New Zealand-based lawyer made statements in the media that she is seeking potential claimants to participate in a representative action (a New Zealand proceeding similar to, but less broad than, a class action) against James Hardie’s New Zealand subsidiaries seeking up to NZ$100 million in respect of alleged weathertightness damage to buildings. She has stated that the proposed action would be against “the manufacturers of plaster and polystyrene cladding, including James Hardie.” Her media statements have made reference to James Hardie New Zealand’s Harditex and Titan products and she has indicated that a London-based litigation funder was supportive of the putative claim.

Separately, a Wellington, New Zealand-based firm has filed two product liability claims on behalf of two plaintiffs with regard to Harditex cladding, in which the plaintiffs allege that the system (the combination of the products and the installation guide) is defective. The plaintiffs then applied to the court to consolidate the two claims, and then have them proceed as a representative action. Eighteen additional homeowners were identified who may join the action and the plaintiffs’ firm has indicated that they may obtain instructions from several hundred other homeowners who have experienced similar issues and may seek to join the representative action. The plaintiffs’ firm has also advised the court that they may be instructed by other homeowners to launch a separate representative action with regard to Titan, but they have not advanced this matter to date.

James Hardie’s subsidiaries have taken the position that the claims that have been filed and proposed by plaintiffs raise limitation defenses and have filed the requisite court documents asserting such arguments.

In re: Hardieplank Fiber Cement Siding Litigation

As disclosed in the Annual Report on Form 20-F for the fiscal year ended March 31, 2015, since March 30, 2011, thirteen (13) individual putative class action complaints seeking national class action status have been filed in various federal district courts around the United States against JHBP. The complaints have been filed in multiple jurisdictions, including: California (3), Illinois (3), Minnesota (2), Florida (1), Ohio (1), Virginia (1), Wisconsin (1) and Colorado (1).

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Of the thirteen complaints, only one (1) was filed in FY2015. All thirteen cases listed above are now part of a Multidistrict Litigation (MDL) action captioned as In re: Hardiplank Fiber Cement Siding Litigation, Case No. 12-md-2359, United States District Court for Minnesota. JHBP believes it has meritorious defenses to each lawsuit and in opposition to class certification, and intends to vigorously defend the actions.

Wowk v. James Hardie Industries plc

On July 11, 2014, JHBP received notice of a new lawsuit captioned Timothy Wowk v. James Hardie Industries plc and James Hardie Building Products Inc. that was filed on June 19, 2014 in the Ontario Superior Court of Justice, Ontario, Canada (“Wowk”). The Wowk claims arise from a single family residence Kingston, Ontario. Wowk seeks to proceed under claims for: i) deceptive and unfair practices under various Canadian Provincial consumer protection acts; ii) negligence; and iii) breach of warranty. In the complaint, Wowk seeks to pursue his claims as a class representative under the Canadian Class Proceedings Act and is seeking damages in excess of CAD$50,000,000.

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SCHEDULE 5.08

ENVIRONMENTAL MATTERS

All liabilities, claims and other obligations of Parent and the Performing Subsidiary set forth under the terms of the AFFA and the documents and agreements entered into in connection therewith.

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SCHEDULE 7.01

EXISTING LIENS Debtor

Secured Party Jurisdiction File Date File Number Collateral Summary

James Hardie Building Products Inc.

Key Equipment Finance Inc.

Nevada Secretary of State

July 16, 2007

Continuation filed April 28, 2012

2007022563-4

(4) 2007 HYNDAI HDF70-7s Forklifts,


NMHG Financial Services, Inc.


November 23, 2009

Continuation filed July 11, 2014

Amendment filed March 13, 2015

2009028340-2

Equipment

James Hardie Building Products, Inc.

UFP Western Division, Inc.


January 14, 2011

2011001073-9

Wooden Pallets


GE Capital Commercial Inc.


January 18, 2011

2011001249-2

Covers 1 Skid-Steer Loader Model #S70 S/N: A3W613268

James Hardie Building Products

Stiles Machinery, Inc.


February 17, 2011

Terminated March 25, 2015

2011004038-8

One (1) Makor Edge Sander, LC6


GE Capital Commercial Inc.


April 5, 2011

2011008389-5

Covers 1 Skid-Steer Loader Model #S850 S/N ACS711209


Samuel StrappingSystems, Inc.


April 27, 2011

2011010463-7

Consigned inventory


Bank of the West, Trinity Division


May 17, 2011

2011012808-1

(2) 2011 Cushman 84065 Hailsters SN: 840650002696 & 840650001697

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Debtor Secured

Party Jurisdiction File Date File Number Collateral SummaryJames Hardie Building Products



January 10, 2012


2012000751-8

One (1) Heesemann Profile Sander, Model: UKP 20

James Hardie Building Products



February 3, 2012


2012003100-2

Two (2) Heesemann Profile Sander, Model: UKP 20


Atlantic Machinery and Equipment, Inc.


May 4, 2012

2012012201-7

One (1) Taylor Forklift, model TX300S, Sn/N 35579 equipped with a 13’ UV Mast, 100” wide Carriage with side shift, Fork Positioners, Cab with Air Conditioning and 3 1⁄2” X 8” X 96” forks.




July 11, 2012

2012018920-7

Equipment


QA Group LLC

Union Bank


August 8, 2012

2012021367-8

Quantity Equipment Description 1 Agilent G3241A 5975C VL MSD/DS Diffusion-Pump El Bundle includes G3170A MSD with inert El source, MSD ChemStation SW, PC, and LaserJet printer. 1 Agilent G3397A Ion Gauge Controller 1 Agilent G3442A 7890A GC for 5975C series MSD with Split/splitless Capillary EPC Inlet (112), MSD Interface (201), LAN and ALS interface. Includes 1 Frontier PY-3030D-110 Multi-Mode Pyrolyzer 110 VAC 1 Frontier PY-K7890 PY Installation Kit 1 Diablo Analytical 3 Way Switchover Valve 1 Frontier MS402180 Vent

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Debtor Secured

Party Jurisdiction File Date File Number Collateral Summary

Free GC/MS Adapter Kit 1 “Frontier PY-1110E-101 F-Search Ver 3.1 All-in-One - includes F-Search Ver 3.1 Search Software and all libraries (PY-1111E-101 F-Search Software, PY-1112E Pyrolyzate-MS09B Library)


Plainscapital Bank


August 13, 2012

Amendment Dated September 6, 2012

2012021732-3

(122) Hytera PD-702 Digital Portable UHF Radios (with battery, antenna, charger, clip) (3) Hytera MD782 Mobiles for Desk with Desk Mic (3) Hytera MD782 Mobiles (no install) (116) External Mics (68) Radio Pouch (10) 12 Bank Fuel Pad (55) HYT Battery Pack 200 mah (122) Engraving of Radios (5) Antennas (5) Belt Clips

Amendment to restate collateral description to add S/Ns


Samsung C&T America, Inc.


August 15, 2012

2012022023-1

All hydroxyethyl methyl cellulose materials


Raymond Leasing Corporation


September 11, 2012

2012024190-6

All material handling equipment and associated accessories,


Wells Fargo Bank, N.A.


November 2, 2012

2012028978-0

4 used Columbia Payloaders BC3-L serial numbers B3LE4-4UJ0133-136.


Vendor Lease Management Group


November 21, 2012

2012030487-3

Horiba Instruments Incorporated 1-LA-950A2 Laser Scattering Particle Size Analyzer with Aquaflow Pump System ECCN-3A992, Schedule B 9032808080 1-LA-950 Analyzer Bridge Kit 1-Powerderjet Dry Feeder System, Computer

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Debtor Secured

Party Jurisdiction File Date File Number Collateral SummaryJames Hardie Building Products Inc.

Union Bank

QA Group LLC


January 7, 2013

2013000580-7

Quantity Equipment Description 1 Agilent G1312B 1260 Binary Pump with System Took Kit (001) and Starter Kit incl. 0.17mm id cap (002) 1 Agilent 0100-1847 PEEK adapter 1⁄4-28 to 10-32 1 Agilent G1322A 1260 Standard Degasser 1 Agilent G1329B 1260 Infinity Standard Autosampler with flow-through design up to 600 bar. Includes 100-vial (2mL) trav. CAN cable and 100 uL loop. Includes Maintenance kit for G1329B SL (010). 1 Agilent G1316A 1260 Series Thermostatted Column Compartment 1 Agilent G421B 1260 Diode Array Detector includes Max-Light standard cell 10 mm 1 Agilent G4212-60008 Max-Light Cartridge Cell 10mm V(o) 1.0ul 1 Agilent G1362A 1260 Series LC Refractive Index Detector includes 8 uL flow cell and LAN interface and twisted pair cable G1530-61480 1 Agilent G4212-60008 Max-Light Cartridge Cell 10mm V(o)1.0ul 1 Agilent M8360AA OpenLAB CDS 3D UV Add-on 1 Agilent M8380AA OpenLAB CDS ChemStation PC Bundle PC installed with OpenLAB CDS ChemStation Workstation.

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Debtor Secured

Party Jurisdiction File Date File Number Collateral Summary

With LC ChemStation Rev. B.04.03 (403) 1 Agilent 5064-8252 Aqueous SEC start-up kit 1 Agilent PL0570-2000AT Cirrus GPC Software for Chemstation add no for all versions of Chemstation.


Plainscapital Bank


January 11, 2013

Amendment dated March 13, 2013

2013001038-9

(67) PD-702 Digital Portable UHF Radios Non-Display (with battery, antenna, charger, clip) (10) PD-782 Digital Portable UHF Radios Display Refurbished from Factory (1) Hytera Digital Repeater (77) Noise Canceling External Mics Includes any accessories, components, features, options, elements and/or attachments as further described on Proposal CP-122112-1.2,

Collateral restated to add Serial Numbers.




February 1, 2013

2013002966-7

Equipment


Taylor Leasing Corporation


October 22, 2013

2013027336-1

Equipment pursuant to Schedule Number 169291000 to Master Lease Agreement dated 12/07/2012 between Secured Party, as lessor, and lessee


Taylor Leasing Corporation


October 22, 2013

2013027337-3

Equipment pursuant to Schedule Number 176745000 to Master Lease Agreement dated 12/07/2012 between Secured Party, as lessor, and lessee

James Hardie

Taylor Leasing Nevada Secretary of

October 22, 2013 2013027338-5

Equipment pursuant to Schedule Number

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Debtor Secured

Party Jurisdiction File Date File Number Collateral SummaryBuilding Products, Inc.

Corporation

State

176820000 to Master Lease Agreement dated 12/07/2012 between Secured Party, as lessor, and lessee




January 9, 2015

2015000655-0

1 0 New 2014 Yale GDP175VXNTUV137 Forklift S/N: B909v01571M




February 10, 2015

2015003841-8

1 New 2014 Yale GDP300ECECDV144 Forklift S/N F877E01736M.




February 23, 2015

2015004624-9

1 New 2015 Yale GDP300ECECDV144 Forklift S/N F877E01735M

James Hardie International Finance Limited

None

James Hardie International Group Limited

None

James Hardie Technology Limited

None

James Hardie Industries plc

None

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SCHEDULE 7.03

EXISTING INDEBTEDNESS

• All liabilities or obligations existing as of the date hereof under the Bilateral Credit Facilities listed on Schedule 1.01(B).

• All liabilities or obligations existing as of the date hereof under the Indenture – US$325,000,000

• All liabilities and obligations existing as of the date hereof under the Existing Letters of Credit:

• Wells Fargo Bank, National Association, US$100,000 and US$2,300,000

• All liabilities and obligations secured by Liens as of the Closing Date, as set forth on Schedule 7.01, which is incorporated by reference herein.

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SCHEDULE 10.02

ADMINISTRATIVE AGENT’S OFFICE; CERTAIN ADDRESSES FOR NOTICES

Loan Parties: James Hardie International Finance Limited Europa House, Second Floor Harcourt Centre, Harcourt Street Dublin 2, Ireland Attention: Lorcan Murtagh Telephone: +353 (0)1 411 9880 Facsimile: +353 (0)1 479 1128 Electronic Mail: [email protected] Taxpayer Identification Number: [9711461G]

ADMINISTRATIVE AGENT:

Administrative Agent’s Office (for payments and Requests for Credit Extensions):

HSBC Bank USA, National Association Attn: Loan Agency 425 Fifth Ave. New York, NY 10018 Phone: 212-525-7253 Fax: 917-229-6659 Email: [email protected]

Other Notices as Administrative Agent:

L/C ISSUER:

Wells Fargo Bank, National Association Attn: Standby LC Department 401 N. Research Pkwy. Winston-Salem, NC 27101 Phone: 336-735-0950 [email protected]

SWING LINE LENDER:

HSBC Bank plc Attn: John O’Connor, Business and Credit Matters 1 Grand Canal Square Dublin 2, Ireland Phone: 0035316356690 [email protected]

With a copy to: Attn: Phil Brading, Operational Manager [email protected] F

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EXHIBIT A

FORM OF COMMITTED LOAN NOTICE

Date: ,

Ladies and Gentlemen:

Reference is made to that certain Credit and Guaranty Agreement, dated as of December 10, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among James Hardie International Finance Limited, a private limited company duly incorporated under the laws of Ireland (“JHIFL”), and James Hardie Building Products Inc., a corporation duly incorporated under the laws of Nevada (“JHBP” together with JHIFL, the “Borrowers”), the Lenders from time to time party thereto, HSBC Bank USA, National Association, as Administrative Agent, Wells Fargo Bank, National Association, as L/C Issuer and HSBC Bank plc, as Swing Line Lender.

The undersigned hereby requests (select one):

[Type of Committed Loan requested]

The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement.

[Signature Page Follows]

To: HSBC Bank USA, National Association, as Administrative Agent

A Borrowing of Committed Loans A conversion or continuation of Loans

1. On (a Business Day).

2. In the amount of $ .

3. Comprised of .

4. For LIBOR Loans: with an Interest Period of months.

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A-1-2

Form of Committed Loan Notice


By:Name:Title:

By:Name:Title:


By:Name:Title:

By:Name:Title:

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EXHIBIT B

FORM OF SWING LINE LOAN NOTICE

Date: ,

HSBC Bank USA, National Association, as Administrative Agent


Reference is made to that certain Credit and Guaranty Agreement, dated as of December 10, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among James Hardie International Finance Limited, a private limited company duly incorporated under the laws of Ireland (“JHIFL”), and James Hardie Building Products Inc., a corporation duly incorporated under the laws of Nevada (“JHBP” together with JHIFL, the “Borrowers”), the Lenders from time to time party thereto, HSBC Bank USA, National Association, as Administrative Agent, Wells Fargo Bank, National Association, as L/C Issuer and HSBC Bank plc, as Swing Line Lender.

The undersigned hereby requests a Swing Line Loan:

The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement.

[Signature Page Follows]

B-1 Form of Swing Line Loan Notice

To: HSBC Bank plc, as Swing Line Lender

1. On (a Business Day).

2. In the amount of $ .

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B-2

Form of Swing Line Loan Notice


By:Name:Title:

By:Name:Title:


By:Name:Title:

By:Name:Title:

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EXHIBIT C

FORM OF NOTE

FOR VALUE RECEIVED, the undersigned hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit and Guaranty Agreement, dated as of December 10, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among James Hardie International Finance Limited, a private limited company duly incorporated under the laws of Ireland (“JHIFL”), and James Hardie Building Products Inc., a corporation duly incorporated under the laws of Nevada (“JHBP” together with JHIFL, the “Borrowers”), the Lenders from time to time party thereto, HSBC Bank USA, National Association, as Administrative Agent, Wells Fargo Bank, National Association, as L/C Issuer and HSBC Bank plc, as Swing Line Lender.

Each Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. [Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, a][A]ll payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

Each Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

C-1 Form of Note

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THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

C-2

Form of Note


By:Name:Title:

By:Name:Title:


By:Name:Title:

By:Name:Title:

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LOANS AND PAYMENTS WITH RESPECT THERETO

C-3

Form of Note

Date

Type of Loan Made

Amount of Loan Made

End of Interest Period

Amount ofPrincipal

or Interest Paid This

Date

Outstanding Principal Balance

This Date Notation Made By

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EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date: ,


Reference is made to that certain Credit and Guaranty Agreement, dated as of December 10, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among James Hardie International Finance Limited (the “Borrower Agent”), James Hardie Building Products, Inc. (together with the Borrower Agent, the “Borrowers”), James Hardie International Group Limited (“JHIGL”), James Hardie Technology Limited (together with JHIGL, the “Guarantors,” and the Guarantors, together with the Borrowers, collectively, the “Loan Parties”), James Hardie Industries PLC (the “Parent”), the Lenders from time to time party thereto, HSBC Bank USA, National Association, as Administrative Agent, Wells Fargo Bank, National Association, as L/C Issuer and HSBC Bank plc, as Swing Line Lender.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Borrower Agent, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Loan Parties, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. The Borrower Agent has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Parent ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. The Borrower Agent has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Parent ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of each Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Loan Parties during the accounting period covered by such financial statements.

D-1 Form of Compliance Certificate

To: HSBC Bank USA, National Association, as Administrative Agent

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3. A review of the activities of the Loan Parties during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Loan Parties performed and observed all of their respective Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned, during such fiscal period the Loan Parties performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

--or--

[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4. The representations and warranties of the Loan Parties contained in Article V of the Agreement and, solely with respect to Sections 5.01, 5.02, 5.03, 5.04, 5.05, 5.06, 5.12, 5.13, and 5.15 of the Agreement, the Parent, and any representations and warranties of any Loan Party or the Parent that are contained in any document heretofore furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Agreement.

5. The financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and accurate on and as of the date of this Compliance Certificate.

[select one:]

[6. Consolidated Adjusted EBITDA during such fiscal period equals or exceeds 70% of the Group Adjusted EBITDA.]

--or--

[6. Consolidated Adjusted EBITDA during such fiscal period is less than 70% of the Group Adjusted EBITDA and Borrower Agent hereby notifies the Administrative Agent that, within 30 days hereof, Borrower Agent shall take or cause such actions to be taken in accordance with Section 6.12 of the Credit Agreement as are specified therein promptly, and in any event not later than 30 days, after the date of this Compliance Certificate.]

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of , .


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D-3

Form of Compliance Certificate

JAMES HARDIE INTERNATIONAL FINANCE LIMITED, as the Borrower Agent

By:Name:Title:

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For the Quarter/Year ended (“Statement Date”)

SCHEDULE 1 to the Compliance Certificate

($ in 000’s)

D-4

Form of Compliance Certificate

I. Section 7.11(a) – Consolidated Interest Coverage Ratio

A. Consolidated Adjusted EBITDA for the four consecutive fiscal quarter period ending as of the Statement Date (“Subject Period”):

1. Consolidated Net Income for Subject Period: $

2. Consolidated Interest Expense for Subject Period: $

3

Consolidated Income Tax Expense for Subject Period (other than income tax expense (either positive of negative) attributable to extraordinary gains or losses): $

4. Consolidated Depreciation and Amortization Expense for Subject Period: $

5. Consolidated Non-Cash Charges for Subject Period: $

6.

Non- cash items reducing Consolidated Net Income for Subject Period (other than (a) the accrual of revenue consistent with past practice, and (b) reversals of prior accruals or reserves for cash items previously excluded in the calculation of Consolidated Non-Cash Charges): $

(Calculation of Consolidated Adjusted EBITDA shall exclude any Excluded Amounts to the extent such exclusion is not already reflected in the above determinations.)

7. Consolidated Adjusted EBITDA (Lines I.A1 + 2 + 3 + 4 + 5 – Line I.A6): $

B. Consolidated Interest Expense for Subject Period: $

C. Consolidated Interest Coverage Ratio (Line I.A.7 ÷ Line I.B): :1.00

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Minimum required: 3.25 : 1.00

[PASS] / [FAIL]

Maximum permitted: 3.00 : 1.00 (or 3.25 : 1.00 for the twelve month period following the date of a Material Acquisition)

[PASS] / [FAIL]


II. Section 7.11(b) – Consolidated Net Leverage Ratio

A. Consolidated Net Debt as of Statement Date: $

B. Consolidated Adjusted EBITDA for Subject Period (Line I.A.7): $

C. Consolidated Leverage Ratio (Line II.A ÷ Line II.B): to 1.00

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EXHIBIT E-1

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and obligations under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities5) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).

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Form of Assignment and Assumption

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees. 5 Include all applicable subfacilities.

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Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

[Assignor [is] [is not] a Defaulting Lender]

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

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1. Assignor[s]:

2. Assignee[s]:

3. Borrower(s): James Hardie International Finance Limited and James Hardie Building Products, Inc.

4. Administrative Agent: HSBC Bank USA, National Association, as the administrative agent under the Credit Agreement

5. Credit Agreement: [Credit and Guaranty Agreement, dated as of December 10, 2015, among James Hardie International Finance Limited, a private limited company duly incorporated under the laws of Ireland (“JHIFL”), and James Hardie Building Products Inc., a corporation duly incorporated under the laws of Nevada (“JHBP” together with JHIFL, the “Borrowers”), the Lenders from time to time party thereto, HSBC Bank USA, National Association, as Administrative Agent, Wells Fargo Bank, National Association, as L/C Issuer and HSBC Bank plc, as Swing Line Lender.

6. Assigned Interest[s]:6

Assignor[s]7 Assignee[s]8 Facility

Assigned9

Aggregate Amount ofCommitment/Loans for

all Lenders10

Amount of Commitment/Loans

Assigned

Percentage Assigned of

Commitment/Loans11

CUSIPNumber

$ $ %

$ $ %

$ $ %

6 The reference to “Loans” in the table should be used only if the Credit Agreement provides for Term Loans. 7 List each Assignor, as appropriate. 8 List each Assignee and, if available, its market entity identifier, as appropriate. 9 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this

Assignment (e.g. “Revolving Credit Commitment”, “Term Loan Commitment”, etc.). 10 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any

payments or prepayments made between the Trade Date and the Effective Date. 11 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

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Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

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[7. Trade Date: ]12

ASSIGNOR[S]13

[NAME OF ASSIGNOR]

By:

[NAME OF ASSIGNOR]

By:Title:

ASSIGNEE[S]14

[NAME OF ASSIGNEE]

By:Title:

[NAME OF ASSIGNEE]

By:Title:

[Consented to and]15 Accepted:

HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent

By: Title: 12 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the

Trade Date. 13 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 14 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

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[Consented to:]16

By: Title: 16 To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the

terms of the Credit Agreement.

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ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

[ ]17

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent,

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17 Describe Credit Agreement at option of Administrative Agent.

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[the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of [confirm that choice of law provision parallels the Credit Agreement].

E-1-6 Form of Assignment and Assumption

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EXHIBIT E-2

FORM OF ADMINISTRATIVE QUESTIONNAIRE

Corporate Trust and Loan Agency 452 Fifth Ave. New York, NY 10018

Tax ID: 20-1177241

ADMINISTRATIVE DETAILS FORM

Deal Name

Please return to Loan Agency, Attn. Yvonne Lin-Lu, by Fax: 1-917-229-6659

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1. EXACT NAME OF LENDER FOR CREDIT AGREEMENT SIGNATURE PAGE INCLUDING PUNCTUATION AND ABBREVIATIONS:

2. PAYMENT INSTRUCTIONS FOR US DOLLARS (and advising instructions, if any):

3. CONTACTS - BUSINESS AND CREDIT MATTERS:

Name of Lending Office:

Address:

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Contact Name: Telephone No: Fax: E-mail Address

Alternate: Telephone No: Fax: E-mail Address

4. CONTACTS - OPERATIONAL MATTERS:

Contact: Address:

Telephone No: Fax: E-mail Address Alternate: Telephone No: Fax: E-mail Address

5. TAXPAYER ID#

If no US Taxpayer ID number, please write “none” above and provide two original copies of Internal Revenue Service Fo

6. SEND LEGAL DOCUMENTATION TO:

7. HSBC PAYMENT INSTRUCTIONS

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Our Standard Settlement Instructions (SSI) are available at the following URL:

http://www.hsbcnet.co.uk/treasury/ssi

Agree to the ‘SSIs Terms of Use’, select ‘I accept these terms’ – Continue

From the following page, select: USA: Loan Agency SSI

Password is: loanagency1

E-2-3 James Hardie Credit Agreement

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EXHIBIT F-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit and Guaranty Agreement dated as of December 10, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among [ ], and each lender from time to time party thereto.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Agent and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Agent and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

Date: , 20[ ]

H-1 U.S. Tax Compliance Certificate

[NAME OF LENDER]

By: Name: Title:

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EXHIBIT F-2


(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


Date: , 20[ ]


[NAME OF PARTICIPANT]

By: Name: Title:

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EXHIBIT F-3


(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


Date: , 20[ ]


[NAME OF PARTICIPANT]

By: Name: Title:

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EXHIBIT F-4


(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Agent and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Agent and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


Date: , 20[ ]

[NAME OF LENDER]

By: Name: Title:

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EXHIBIT 8.1

LIST OF SIGNIFICANT SUBSIDIARIES

The table below sets forth our significant subsidiaries as of 31 March 2016, all of which are 100% owned by James Hardie Industries plc, either directly or indirectly.

Name of Company Jurisdiction of Establishment

Jurisdiction of Tax Residence

James Hardie 117 Pty Ltd Australia AustraliaJames Hardie Australia Pty Ltd Australia AustraliaJames Hardie Building Products Inc. United States United StatesJames Hardie Europe B.V. Netherlands NetherlandsJames Hardie Finance Holdings 1 Ltd Bermuda IrelandJames Hardie Holdings Ltd Ireland IrelandJames Hardie International Finance Ltd Ireland IrelandJames Hardie International Group Ltd Ireland IrelandJames Hardie International Holdings Ltd Ireland IrelandJames Hardie New Zealand New Zealand New ZealandJames Hardie NZ Holdings New Zealand New ZealandJames Hardie North America Inc. United States United StatesJames Hardie Philippines Inc. Philippines PhilippinesJames Hardie Technology Ltd Bermuda IrelandJames Hardie U.S. Investments Sierra Inc. United States United StatesRCI Holdings Pty Ltd Australia Australia

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Exhibit 12.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Louis Gries, certify that:

1. I have reviewed this annual report on Form 20-F of James Hardie Industries plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under

our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be

designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our

conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the

period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting

which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

/s/ Louis Gries Louis Gries

Date: 19 May 2016 Chief Executive Officer

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Exhibit 12.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew Marsh, certify that:

1. I have reviewed this annual report on Form 20-F of James Hardie Industries plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under

our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be

designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our

conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the

period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting

which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

/s/ Matthew Marsh Matthew Marsh

Date: 19 May 2016 Chief Financial Officer

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EXHIBIT 13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

Each of the undersigned hereby certifies, in his capacity as an officer of James Hardie Industries plc (the “Company”), for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

Dated: 19 May 2016

• the Annual Report on Form 20-F for the fiscal year ended 31 March 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

• the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of the Company.

/s/ Louis Gries Louis GriesChief Executive Officer

/s/ Matthew Marsh Matthew MarshChief Financial Officer

* The foregoing certification is being furnished as an exhibit pursuant to the rules of Form 20-F and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Form 20-F and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 20-F, irrespective of any general incorporation language contained in such filing).

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Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

of our reports dated 19 May 2016, with respect to the consolidated financial statements of James Hardie Industries plc and the effectiveness of internal control over financial reporting of James Hardie Industries plc included in this Annual Report (Form 20-F) of James Hardie Industries plc for the year ended 31 March 2016.

(1) Registration Statement (Form S-8 No. 333-14036) pertaining to the Amended and Restated James Hardie Industries plc 2001 Equity Incentive Plan;

(2) Registration Statement (Form S-8 No. 333-153446) pertaining to the Amended and Restated James Hardie Industries plc Managing Board Transitional Stock Option Plan 2005 and the Amended and Restated James Hardie Industries plc Supervisory Board Share Plan 2006;

(3) Registration Statement (Form S-8 No. 333-161482, 333-190551,333-198169 and 333-206470) pertaining to the Amended and Restated James Hardie Industries plc Long Term Incentive Plan 2006;



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Exhibit 15.2

Consent of KPMG Actuarial Pty Ltd (“KPMG Actuarial”) in relation to Form 20-F filing

We hereby consent to your references to KPMG Actuarial Pty Ltd (“KPMG Actuarial”) and to our actuarial valuation report effective as of 31 March 2016, dated 19 May 2016 (the “Report”), and to make use of, or quote, information and analyses contained within that Report for the purpose of James Hardie Industries plc’s (“JHI plc”) Annual Report on Form 20-F for fiscal year ended 31 March 2016.

In addition, we hereby consent to your references to past actuarial valuations performed by KPMG Actuarial (formerly KPMG Actuaries Pty Ltd) for the purpose of JHI plc’s (formerly JHI SE’s) Annual Report on Form 20-F for the fiscal year ended 31 March 2016.

Your attention is drawn to the Important Note at the beginning of the Executive Summary of the Report. /s/ Neil Donlevy Neil Donlevy MA FIA FIAAExecutiveKPMG Actuarial Pty LtdFellow of the Institute of Actuaries (London)Fellow of the Institute of Actuaries of Australia

Sydney, Australia19 May 2016

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